Common use of Set-Off Clause in Contracts

Set-Off. Upon the occurrence and during the continuance of any Event of Default, each Lender may at any time and from time to time, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived 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 such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such Lender, irrespective of whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or the L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon 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 and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender may 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 and or from time to time, without notice to the Borrower but subject or such Guarantor or to the provisions of Section 10.3 hereof (any requirement for other Person, any such notice being hereby expressly waived by the Borrower)waived, setoff to set-off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finaland in whatever currency denominated, but not including trust accounts) at and any time held and other indebtedness at any time held or owing by such Lender 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 any property on account of the Borrower from time Obligations then due to time in possession that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of such Lenderany nature or description arising out of or connected with the Loan Documents, irrespective of whether or not such deposits held (a) that Lender, L/C Issuer, or indebtedness owing by such Lender 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 and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofunmatured; 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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. Upon In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender may and the L/C Issuer is authorized at any time and from time to time, without prior notice to the Borrower but subject to the provisions of Section 10.3 hereof (Company or any requirement for other Loan Party, any such notice being expressly waived by the Borrower)Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, setoff to set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other indebtedness at any time owing by such Lender Lender, or the L/C 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 under any property of the Borrower from time to time in possession of such Lenderother Loan Document, now or hereafter existing, irrespective of whether or not such deposits held the Administrative Agent, the L/C Issuer or indebtedness owing by such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent and or unmatured and regardless or denominated in a currency different from that of whether any Collateral then held by the Agent applicable deposit or any Lender is adequate indebtedness or are owed to cover the Indebtedness. Promptly following any such setoff, 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, that (i)(a) the obligations of Foreign Subsidiaries that become Designated Borrowers are several and not joint, and (b) no Lender shall give written notice exercise any rights under this Section 11.09 with respect to any assets of any Foreign Subsidiary other than with respect to the Agent direct obligations of such Foreign Subsidiary to the Lenders, and the Borrower of the occurrence thereof; provided that (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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 11.09 are in addition to the their other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, a L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, a L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or a L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or a L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender a 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 Indebtedness Obligations 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 Lender, a L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any and any property all of the obligations of the Borrower from time or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to time in possession of such Lender, the Issuing Bank or its respective Affiliates, irrespective of whether or not such deposits held Lender, the Issuing Bank or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Bank different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender Bank and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the Issuing Bank and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderLoan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, the L/C Issuer or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the a Borrower or any other Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender Agreement or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Loan Document to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such Lender, irrespective of whether or not such deposits held Lender shall have made any demand under this Agreement or indebtedness owing by any other Loan Document and although such Lender obligations of the Borrower may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing Agreement or any other Loan Document to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such LenderL/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations are owed to a branch or office of such Lender may be contingent and unmatured and regardless of whether any Collateral then held by or the Agent L/C Issuer different from the branch or any Lender is adequate to cover the Indebtedness. Promptly following any office holding such setoffdeposit or obligated on such indebtedness; provided, 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or their respective Affiliates, irrespective of whether or not such deposits held Lender or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch, 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and their respective Affiliates under this Section 9.6 9.2 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender may is authorized at any time and from time to time, without prior notice to the Borrower but subject to the provisions of Section 10.3 hereof (or any requirement for other Loan Party, any such notice being expressly waived by the Borrower)Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, setoff to set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by by, such Lender 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 under any property of the Borrower from time to time in possession of such Lenderother Loan Document, now or hereafter existing, irrespective of whether or not such deposits held the Administrative Agent or indebtedness owing by such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent and or unmatured and regardless of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to the Agent and the Borrower denominated in a currency different from that of the occurrence thereofapplicable 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Each Lender agrees promptly to notify the Borrower hereby grants to the Lenders and the Administrative Agent a lien on after any such set-off and security interest in all application made by such depositsLender; provided, indebtedness however, that the failure to give such notice shall not affect the validity of such set-off 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 haveapplication.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender may Lender, the L/C Issuer and each subsequent holder of any Obligation and each of their respective Affiliates is hereby authorized by each Borrower and each Guarantor at any time and or from time to time, without notice to the Borrower but subject such Borrower, such Guarantor or to the provisions of Section 10.3 hereof (any requirement for other Person, any such notice being hereby expressly waived by the Borrower)waived, setoff to set off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional but not including trust accounts or finalpremium trust accounts, and in whatever currency denominated) at and any time held and other indebtedness at any time held or owing by such Lender that Lender, the L/C Issuer or that subsequent holder or Affiliate to or for the credit or the account of the such Borrower or such Guarantor, whether or not matured, against and any property on account of the Borrower from time to time in possession Obligations of such Borrower or such Guarantor to that Lender, the L/C 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 such deposits held (a) that Lender, the L/C Issuer or indebtedness owing by such Lender 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 and although said obligations and liabilities, or any of them, may be contingent and or unmatured and regardless of whether any Collateral then held by the Agent or any 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 10.4 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 Issuing Lender L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, each L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any and any property all of the obligations of the Borrower from time or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to time in possession of such LenderLender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Lender obligations of the Borrower or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, the L/C Issuer or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing Agreement or any other Loan Document to such Lender, any Affiliate of such Lender or any other Lender the L/C Issuer or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such Lendertheir respective Affiliates, irrespective of whether or not such deposits held Lender, the L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may 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, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable Laws, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the Borrower from time Obligations (other than, with respect to time in possession any Guarantor, Excluded Swap Obligations of such LenderGuarantor), irrespective of whether or not such deposits held Lender shall have made any demand under this Agreement or indebtedness owing by any other Loan Document and although such Lender obligations of the Borrower or such other Loan Party may be contingent and or unmatured and regardless or denominated in a currency different from that of whether any Collateral then held by the Agent applicable deposit or any Lender is adequate Indebtedness or are owed to cover the Indebtedness. Promptly following any such setoff, a branch or office of such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender L/C Issuer(s), and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its Affiliates under this Section 9.6 10.09 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may 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, is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Purchaser or any such Affiliate or participant to or for the credit or the account of the Borrower Seller against any and any property all of the Borrower from time Seller Obligations now or hereafter existing under this Agreement or any other Transaction Document to time in possession of such LenderPurchaser, Affiliate or participant, irrespective of whether or not such deposits held Purchaser, Affiliate or indebtedness owing by participant shall have made any demand under this Agreement or any other Transaction Document and although such Lender Seller Obligations may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by such Purchaser different from the Agent branch or any Lender is adequate to cover the office holding such deposit or obligated on such 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 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the LendersPurchasers, and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Seller Obligations owing to such Defaulting Lender Purchaser 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 Purchaser and their respective Affiliates and participants under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender may and each Issuing Bank is hereby authorized by each Credit Party at any time and or from time to time, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for Credit Party, any such notice being hereby expressly waived by the Borrower)waived, setoff to set off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finalbut not including trust accounts) and any other Indebtedness at any time held and other indebtedness at any time or owing by such Lender or such Issuing Bank to or for the credit or the account of the Borrower any Credit Party against and any property on account of the Borrower from time obligations and liabilities of any Credit Party to time in possession such Lender or such Issuing Bank hereunder and under the other Credit Documents, including all claims of such Lenderany nature or description arising out of or connected hereto or thereto, irrespective of whether or not such deposits held or indebtedness owing by (a) such Lender or such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable and although such obligations and liabilities, or any of them, may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofunmatured; 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 10.4 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 Issuing Lender Banks and the Lenders, . Each Lender and (y) Issuing Bank agrees to notify the Defaulting Lender Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall provide promptly to not affect the Agent a statement describing in reasonable detail the Indebtedness owing to validity of such Defaulting Lender as to which it exercised such right of setoff. The Borrower hereby grants to the Lenders setoff 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 haveapplication.

Set-Off. Upon the occurrence and during the continuance of any (a) If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Issuing Bank, the Swingline Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing Agreement or any other Loan Document to such Lender, any Affiliate of such the Issuing Bank, the Swingline Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such LenderAffiliate, irrespective of whether or not such deposits held Lender, the Issuing Bank, the Swingline Lender or indebtedness owing by any such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch 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 unmatured their respective Affiliates under this Section are in addition to other rights and regardless remedies (including other rights of whether any Collateral then held by 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 or any Lender is adequate to cover the Indebtedness. Promptly following promptly after any such setoff, such Lender shall give written notice to the Agent setoff and the Borrower of the occurrence thereofapplication; 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 any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 10.4 and, pending such principal or interest payment, shall be segregated by such Defaulting Lender from its fee, or any other funds cost or expense (including legal fees and deemed held for the benefit of expenses), due and payable to the Agent, the Issuing Lender Bank or the Lenders under the Loan Documents, the Borrower hereby irrevocably authorizes and the Lenders, and (y) the Defaulting Lender shall provide promptly to directs the Agent a statement describing in reasonable detail the 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 debit any deposit account of the Borrower under this Agreementwith 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. The rights If there are insufficient funds in such deposit accounts to cover the amount of each Lender under this Section 9.6 are the payment, fee or other cost or expense then due, such debits will be reversed (in addition whole or in part, in the Agent’s sole discretion) and such amount not debited shall be deemed to the other rights and remedies (including, without limitation, other rights of setoff) which such Lender may havebe unpaid.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time 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 but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or the L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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, the L/C Issuer, the Swing Line Lender and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon 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 and during the continuance of any Event of Default, with the prior written consent of the Administrative Agent, each Lender may 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 and or from time to time, without notice to the Borrower but subject or such Guarantor or to the provisions of Section 10.3 hereof (any requirement for other Person, any such notice being hereby expressly waived by the Borrower)waived, setoff to set-off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finaland in whatever currency denominated, but not including trust accounts) at and any time held and other indebtedness at any time held or owing by such Lender 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 any property on account of the Borrower from time Obligations then due to time in possession that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of such Lenderany nature or description arising out of or connected with the Loan Documents, irrespective of whether or not such deposits held (a) that Lender, L/C Issuer, or indebtedness owing by such Lender 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 and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofunmatured; 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, each L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender may is hereby authorized by the Borrower at any time and 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 but subject or to any other Person (other than the provisions of Section 10.3 hereof (Administrative Agent), any requirement for such notice being hereby expressly waived by the Borrower)waived, setoff to set off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finalbut not including trust accounts) and any other Indebtedness at any time held and other indebtedness at any time or owing by such Lender to or for the credit or the account of the Borrower against and any property on account of the obligations and liabilities of the Borrower from time to time in possession such Lender hereunder, the Letters of such LenderCredit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not such deposits held or indebtedness owing by (A) such Lender shall have made any demand hereunder or (B) the principal of or the interest on the Loans 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 2 and although such obligations and liabilities, or any of them, may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofunmatured; 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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. Upon the occurrence and during the continuance of any Event of Default, each Lender may at any time and from time to time, without notice to the Borrower Borrowers but subject to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the BorrowerBorrowers), setoff and apply against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower Borrowers and any property of the Borrower Borrowers from time to time in possession of such Lender, irrespective of whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to the Agent and the Borrower 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 Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower Borrowers hereby grants 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 Borrower 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender Lender, the L/C Issuer or any such Affiliate, to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderLoan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Loan Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender L/C Issuer, and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, Seller hereby grants to Buyer and its Affiliates a right of set-off, without notice to Seller, 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 Seller to 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 Seller and (ii) any and all deposits (general or specified), 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, without limitation, branches and agencies of Buyer, wherever located). Buyer and its Affiliates are hereby authorized at any time and from time to time upon the occurrence and during the continuance of any an Event of Default, each Lender may at any time and from time to time, without notice to the Borrower but subject Seller, to the provisions set-off, appropriate, apply and enforce such right of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff and apply set-off against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether items hereinabove referred to against any amounts owing to such Lender, any Affiliate of such Lender Buyer or any other Lender or its Affiliates by Seller under the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such LenderTransaction Documents, irrespective of whether Buyer or not its Affiliates shall have made any demand hereunder and although such deposits held amounts, or indebtedness owing by such Lender may any of them, shall be contingent and or unmatured and regardless of whether any Collateral then held by 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 Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoffestimate, such Lender shall give written notice subject to the Agent and relevant party accounting to the Borrower of other when the occurrence thereof; provided that obligation is ascertained. Nothing in the event that any Defaulting Lender shall exercise any such right of setoff, (xthis Article 13(c) all amounts so set off shall be paid over immediately effective to the Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, create a charge or other security interest. This Article 13(c) shall be segregated by such Defaulting Lender from its other funds without prejudice and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 any right of set-off, combination of accounts, lien or other rights and remedies to which any party is at any time otherwise entitled (includingwhether by operation of law, without limitationcontract 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, other rights of setoff) which such Lender may havePRIOR 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. Upon the occurrence and during 8.4.1 During the continuance of any an Event of Default, each any deposits or other sums credited by or due from any Lender to any Borrower or FSI (exclusive of deposits in accounts expressly held in the name of third parties or held in trust for benefit of third parties) may at any time be set-off against the Obligations of such Borrower and from time to time, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff and apply against 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 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 obligations Commitments of such Lender shall be less than such Lender's Pro Rata Share of the Borrower now or hereafter existing 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 this Agreement, whether owing 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, any Affiliate 's receipt of such payment; provided, however, that if any such purchase shall be made pursuant to this Section 8.4.2 and the payment giving rise thereto shall thereafter be recovered, such purchase shall be rescinded to the extent of such recovery and the purchase price restored without interest. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender or any other Lender or the Agent, holding a participation in a Commitment deemed to have been so purchased may exercise any and all deposits (general rights of set-off, banker's lien or special, time or demand, provisional or final) at similar remedy with respect to any time held and other indebtedness at any time all moneys owing by Borrower to such Lender to or for as fully as if such Lender held a Commitment in the credit or the account of the Borrower and any property of the Borrower from time to time in possession amount of such Lender, irrespective of whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 haveparticipation.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and each of its respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower Borrowers or any other Credit Party against any and any property all of the Borrower from time obligations of the Borrowers or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to time in possession of such LenderLender or its respective Affiliates, irrespective of whether or not such deposits held Lender or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Lender obligations of the Borrowers or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch, 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender may is hereby authorized by each Credit Party at any time and 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 but subject any Credit Party or to the provisions of Section 10.3 hereof any other Person (other than Administrative Agent), any requirement for such notice being hereby expressly waived to the full extent permitted by the Borrower)applicable law, setoff to set off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finalbut not including trust accounts) and any other Indebtedness at any time held and other indebtedness at any time or owing by such Lender to or for the credit or the account of the Borrower any Credit Party against and any property on account of the Borrower from time obligations and liabilities of any Credit Party to time in possession of such Lender, and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, and participations therein or with any other Credit Document, irrespective of whether or not such deposits held or indebtedness owing by (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofunmatured; 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its Affiliates under this Section 9.6 10.4 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender Lender, such Issuing Bank or their respective Affiliates may have.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, each Lender may Lender, the Issuing Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Legal Requirement, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the Borrower any Credit Party against any and any property all of the Borrower from time to time in possession obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Document to the Administrative Agent, such Lender or the Issuing Lender, irrespective of whether or not such deposits held or indebtedness owing by the Administrative Agent, such Lender or the Issuing Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of any Credit Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoffAdministrative Agent, such Lender shall give written notice to or such Issuing Lender different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender, the Swing Line Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Party and its Affiliates under this Section 9.6 7.4 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any Subject to Section 2.15(b), if an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, without with prior written notice to the Borrower but subject Agent, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived fullest extent permitted by the Borrower)applicable law, setoff to set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender Lender, such L/C Issuer or any such Affiliate, to or for the credit or the account of the Borrower any Credit Party against any and any property all of the Borrower from time to time in possession Obligations of such LenderCredit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch, 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 Agent for further application in accordance with the provisions of Section 10.4 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 Agent, the Issuing Lender L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of DefaultDefault after obtaining the prior written consent of the Administrative Agent, each Lender may Lender, the L/C Issuer and each subsequent holder of any Obligation is hereby authorized by the Borrower and such Guarantor at any time and or from time to time, without notice to the Borrower but subject or such Guarantor or to the provisions of Section 10.3 hereof (any requirement for other Person, any such notice being hereby expressly waived to the extent permitted by the Borrower)applicable law, setoff to set off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional but not including trust accounts, tax accounts and payroll accounts or finalany other account containing solely tax or trust funds, and in whatever currency denominated) at and any time held and other indebtedness at any time held or owing by such Lender that Lender, the L/C Issuer or that subsequent holder to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and any property on account of the Obligations of the Borrower from time or such Guarantor to time in possession that Lender, the L/C Issuer or that subsequent holder under the Loan Documents, including, but not limited to, all claims of such Lenderany nature or description arising out of or connected with the Loan Documents, irrespective of whether or not such deposits held (a) that Lender, the L/C Issuer or indebtedness owing by such Lender 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 and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofunmatured; 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not such deposits held Lender, the Issuing Bank or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Bank different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the Issuing Bank and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, each L/C Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender Lender, such L/C Issuer or any such Affiliate, to or for the credit or the account of the any Borrower or any Guarantor against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, such L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Borrower or such Guarantor may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender L/C Issuers, and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, each L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set-off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderLoan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, the L/C Issuer or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Agreementset-off. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderLoan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, the L/C Issuer or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender may 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, is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of the Borrower against any and any property all of the Borrower from time Obligations now or hereafter existing under this Agreement or any other Loan Document to time in possession of such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such deposits held Lender, Issuing Lender, Affiliate or indebtedness owing by participant shall have made any demand under this Agreement or any other Loan Document and although such Lender Obligations of the Borrower may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Lender different from the Borrower of the occurrence thereof; 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 10.4 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 Issuing Lender Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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, the Issuing Lender and their respective Affiliates and participants under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon Each Grantor hereby irrevocably authorizes the occurrence Administrative Agent and during the continuance of any Event of Default, each Lender may at any time 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 but subject to the provisions of Section 10.3 hereof (such Grantor or any requirement for other Grantor, any such notice being expressly waived by the Borrower)each Grantor, setoff to set-off and appropriate and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent or 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 Lender may elect, against and any property on account of the Borrower from time to time in possession obligations and liabilities of such LenderGrantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, irrespective of in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Administrative Agent or any Lender is adequate to cover the Indebtednesshas made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Promptly following The Administrative Agent and each Lender shall notify such Grantor promptly of any such setoff, 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 give written notice not affect the validity of such set-off and application and (b) to the Agent and the Borrower of the occurrence thereof; provided that extent prohibited by applicable law as described in the event that any Defaulting Lender shall exercise any such right definition of setoff“Excluded Swap Obligations,” no amounts received from, (x) all amounts so or set off with respect to, any Guarantor shall be paid over immediately applied to the Agent for further application in accordance with the provisions any Excluded Swap Obligations of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 AgreementGuarantor. The rights of the Administrative Agent and each Lender under this Section 9.6 8.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoffset-off) which the Administrative Agent or such Lender may have.

Set-Off. Upon Each Guarantor hereby irrevocably authorizes the occurrence Administrative Agent and during the continuance of any Event of Default, each Lender may at any time and from time to timetime while an Event of Default shall have occurred and be continuing, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (such Guarantor or any requirement for other Guarantor, any such notice being expressly waived by the Borrower)each Guarantor, setoff to set-off and appropriate and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Borrower Administrative Agent or such Lender may elect, against and any property on account of the Borrower from time to time in possession obligations and liabilities of such LenderGuarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, irrespective of in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Administrative Agent or any Lender is adequate has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured; provided, that to cover the Indebtednessextent prohibited by applicable law as described in the definition of “Excluded Swap Obligation”, no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Promptly following The Administrative Agent and each Lender shall notify such Guarantor promptly of any such setoff, set-off and the application made by the Administrative Agent or such Lender shall give written notice to the Agent and the Borrower of the occurrence proceeds thereof; , provided that in the event that any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 Agreementapplication. The rights of the Administrative Agent and each Lender under this Section 9.6 3.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoffset-off) which the Administrative Agent or such Lender may have.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any and any property all of the obligations of the Borrower from time or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not such deposits held Lender, the Issuing Bank or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Bank different from the Borrower of the occurrence thereofbranch 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 Agent for further application in accordance with the provisions of Section 10.4 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 Agent, the Issuing Lender Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the Issuing Bank and their respective Affiliates under this Section 9.6 12.3 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, and subject in all respects to Section 2.14, each Lender may Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any and any property all of the obligations of the Borrower from time or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to time in possession of such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not such deposits held Lender, the Issuing Bank or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Bank different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the Issuing Bank and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice time to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the respective Borrower any other Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and each of its respective Affiliates is hereby authorized at any time and from time to time, without notice time to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender Agreement or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Loan Document to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such Lender, irrespective of whether or not such deposits held Lender shall have made any demand under this Agreement or indebtedness owing by any other Loan Document and although such Lender obligations of the Borrower may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Required Lenders exercised in their sole discretion, to the Borrower but subject fullest extent permitted by applicable Legal Requirements, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or the L/C Issuer to or for the credit or the account of the any Borrower or Guarantor against any and any property all of the obligations of the REIT, Borrower from time or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or the L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the REIT, Borrower or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 and the L/C Issuer under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender and the L/C Issuer may have.

Set-Off. Upon Each Lender, Swing Line Bank and LC Issuing Bank may at any time upon or after the occurrence and during the continuance of any an Event of Default, each Lender may at any time and from time to time, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff and apply set-off against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to Agreement the whole or any portion or portions of any or all deposits and other sums credited by or due from such Lender, any Affiliate of such Lender Swing Line Bank or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender LC Issuing Bank to or for the credit or the account of the Borrower and any property of or subject to withdrawal by the Borrower from time to time in possession of such LenderBorrower, irrespective of whether or not such deposits held any other Person or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofPersons 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 10.4 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Lender Banks, the Swing Line Banks and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness obligations owing to such Defaulting Lender pursuant to this Agreement 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 Lender, Swing Line Bank and LC Issuing Bank under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender or LC Issuing Bank may havehave 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon Each Guarantor hereby irrevocably authorizes the occurrence Administrative Agent and during the continuance of any Event of Default, each Lender may at any time 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 but subject to the provisions of Section 10.3 hereof (such Guarantor or any requirement for other Guarantor, any such notice being expressly waived by the Borrower)each Guarantor, setoff to set-off and appropriate and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Borrower Administrative Agent or such Lender may elect, against and any property on account of the Borrower from time to time in possession obligations and liabilities of such LenderGuarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, irrespective of in any currency, whether arising hereunder, under the Credit Agreement or any other Loan Document, as the Administrative Agent or such Lender may elect, whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Administrative Agent or any Lender is adequate to cover the Indebtednesshas made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Promptly following The Administrative Agent and each Lender shall notify such Guarantor promptly of any such setoff, set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall give written notice not affect the validity of such set-off and application. Notwithstanding the foregoing, to the Agent and the Borrower of the occurrence thereof; provided that extent prohibited by applicable law as described in the event that any Defaulting Lender shall exercise any such right definition of setoff“Excluded Swap Obligation,” no amounts received from, (x) all amounts so or set off with respect to, any Guarantor shall be paid over immediately applied to the Agent for further application in accordance with the provisions any Excluded Swap Obligations of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 AgreementGuarantor. The rights of the Administrative Agent and each Lender under this Section 9.6 4.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoffset-off) which the Administrative Agent or such Lender may have.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower or any other Credit Party against any and any property all of the Borrower from time to time in possession obligations of such Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not such deposits held Lender, the Issuing Bank or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Bank different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the Issuing Bank and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Domestic Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Credit Party against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender or such L/C Issuer (it being understood and agreed that the right of set off granted hereunder with respect to the Canadian Borrower may be exercised only up to the aggregate amount of the Canadian Obligations), irrespective of whether or not such deposits held Lender or indebtedness owing by such Lender L/C Issuer shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrowers or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agents and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Agent Administrative Agents a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, each L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and the L/C Issuer is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or the L/C Issuer to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or the L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 and the L/C Issuer under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon In addition to any rights and remedies of the Lenders and the L/C Issuer provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer and any Affiliate of any Lender may or the L/C Issuer is authorized at any time and from time to time, without prior notice to the Borrower but subject to the provisions of Section 10.3 hereof (Company or any requirement for other Borrower, any such notice being expressly waived by the Company (on its own behalf and on behalf of each Borrower)) to the fullest extent permitted by law, setoff to set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness Indebtedness at any time owing by by, such Lender Lender, the L/C Issuer or such Affiliate to or for the credit or the account of the Borrower respective Borrowers against any and any property of the Borrower from time all Obligations owing to time in possession of such Lender, the L/C Issuer or such Affiliate hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such deposits held the Administrative Agent or indebtedness owing by such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent and or unmatured and regardless or owed to a branch or office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer or denominated in a currency different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower hereby grants to the Lenders Each Lender and the L/C Issuer agrees promptly to notify the Company and the Administrative Agent a lien on after any such set-off and security interest in all application made by such depositsLender; provided, indebtedness however, that the failure to give such notice shall not affect the validity of such set-off 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 haveapplication.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender Agreement or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Loan Document to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such Lender, irrespective of whether or not such deposits held Lender shall have made any demand under this Agreement or indebtedness owing by any other Loan Document and although such Lender obligations of the Borrower may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time 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 but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but specifically excluding accounts used for payroll, trust and tax withholdings and other Excluded Accounts (as defined in the Security Agreement and the Canadian Security Agreement, as applicable)) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Parent Borrower or any other Loan Party against any and any property all of the obligations of the Parent Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document then due and owing to time in possession of such LenderLender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Parent Borrower or such Loan Party are owed to a branch or office or Affiliate of such Lender may be contingent and unmatured and regardless of whether any Collateral then held by or the Agent L/C Issuer different from the branch or any Lender is adequate to cover the Indebtedness. Promptly following any office or Affiliate holding such setoffdeposit or obligated on such indebtedness; provided, such Lender shall give written notice to the Agent and the Borrower of the occurrence thereof; 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 Agent Agents for further application in accordance with the provisions of Section 10.4 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 AgentAgents, the Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, each L/C Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender Lender, such L/C Issuer or any such Affiliate, to or for the credit or the account of the any Borrower or any Guarantor against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, such L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Borrower or such Guarantor may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender L/C Issuers, and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, each L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set-off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderLoan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, the L/C Issuer or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Agreementset-off. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 11.08 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender 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. Upon the occurrence In case a Termination Event shall occur and during the continuance of any Event of Defaultbe continuing, each Lender may at and, to the fullest extent permitted by Law, the holder of any time assignment of a Lender’s rights hereunder shall each have the right, in addition to all other rights and from time remedies available to timeit, without notice to the Borrower but subject Borrower, to the provisions of Section 10.3 hereof (set-off against and to appropriate and apply to any requirement for such notice being expressly waived amount owing by the Borrower)Borrower hereunder which has become due and payable, setoff any debt owing to, and apply against any and all of other funds held in any manner as provided for in this Agreement for the obligations of account of, the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such by a Lender or by any other Lender holder of any assignment, including all funds in all deposit accounts maintained pursuant to this Agreement (whether time or the Agentdemand, any and all deposits (general or special, time provisionally credited or demandfinally credited, provisional or final) at any time held and other indebtedness at any time owing otherwise), now or hereafter maintained by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such Lender, irrespective of with a Lender or a Facility Agent. Such right shall exist whether or not such deposits debt owing to, or funds held for the account of, the Borrower is or indebtedness owing are matured other than by such Lender may be contingent and unmatured operation of this Section 9.15 and regardless of whether the existence or adequacy of any Collateral then held collateral, 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 any 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 required so that all reductions in the Outstanding Borrowings shall be shared by the Agent or any 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 Agent for further application Groups ratably in accordance with the provisions of Section 10.4 and, pending such payment, their respective aggregate Commitments. Nothing in this Agreement shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit a waiver or prohibition or restriction of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 any Lender’s or any holder’s rights of each Lender under this Section 9.6 are in addition to the set-off or other rights and remedies (including, without limitation, other rights of setoff) which such Lender may haveunder applicable Law.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender may or Affiliate which has agreed in writing to be bound by the provisions of Section 5.5 is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such deposits held Lender, Issuing Lender, Affiliate or indebtedness owing by participant shall have made any demand under this Agreement or any other Loan Document and although such Lender Obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Lender different from the Borrower of the occurrence thereof; 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 10.4 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 Issuing Lender Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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, the Issuing Lender and their respective Affiliates and participants under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the any Borrower against any and any property all of the obligations of such Borrower from time now or hereafter existing under this Agreement or any other Loan Document to time in possession of such Lender, irrespective of whether or not such deposits held Lender shall have made any demand under this Agreement or indebtedness owing by any other Loan Document and although such Lender obligations of such Borrower may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon (1) If the occurrence and during Borrower must perform its obligations to the continuance of any Event of Default, Agent or each Lender may at any time and from time due to timematurity, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower)prepayment, setoff and apply against any and all acceleration of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender maturity or any other event, the Agent or such Lender or may (i) notwithstanding anything provided in Article 15(1), set off the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time obligations owing by the Borrower to the Agent or such 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 or the Borrower, as the case may be, irrespective of the due date for such obligations, to the credit or extent that such shall not constitute breach of any Laws and Ordinances, and (ii) receive the account refund of various deposits on behalf of the Borrower and apply such funds to the repayment of obligations without any property prior notice or prescribed procedures. In case such set-off or application to the payment takes place, the calculation of the Borrower from interest, Break Funding Costs, default interest, etc. with respect to the claims and obligations shall be made as if such claims and obligations terminated as of the date on which such calculation is implemented. The interest rates or other rates shall comply with the provisions of the relevant agreements for such interest rates or other rates. As for the exchange rate, the rate at the time to time in possession of such Lender, irrespective of whether or not such deposits held or indebtedness owing by such Lender may be contingent when the calculation is implemented and unmatured and regardless of whether any Collateral then held as reasonably determined by the Agent or any 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 Lenders shall be paid over immediately to applied. In such cases, the Agent for further application funds shall be applied in accordance with the provisions of Section 10.4 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 rates shall comply with the provisions of the relevant agreements for such interest rates or other rates. As for the benefit of the Agentexchange rate, the Issuing rate at the time when the calculation is implemented and as reasonably determined by the Agent or such Lender and shall be applied. In such cases, the Lenders, 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 Agent a statement describing in reasonable detail payment takes place pursuant to this Article 20(2), the Indebtedness owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower hereby grants to the Lenders and shall notify the Agent a lien on and security interest thereof 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, writing without limitation, other rights of setoff) which such Lender may havedelay.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Party, and each of its Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Legal Requirement, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Party or any such Affiliate to or for the credit or the account of the Applicable Borrower against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower now or hereafter existing under this Agreement or any other Credit Document to such Lender Party or Affiliate, irrespective of whether or not such deposits held Lender Party or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Lender obligations of such Borrower may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to Party or Affiliate different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lenders, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Applicable Administrative Agent a statement describing in reasonable detail the Indebtedness Secured Obligations 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 Administrative Agent, each Lender, each Issuing Lender and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Agents, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the applicable Borrower or any other Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, such L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch 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 applicable Agent for further application in accordance with the provisions of Section 10.4 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 AgentAgents, the Issuing Lender L/C Issuers and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the applicable Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, each L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, upon the occurrence of and during the continuance of any Event of DefaultDefault (after the giving of any notice and the expiration of any grace period contained in the definition thereof), each Lender may Lender, each of its Affiliates and each subsequent holder of any Note is hereby authorized by the Company at any time and or from time to time, without notice to the Borrower but subject Company, or to the provisions of Section 10.3 hereof (any requirement for other Person, any such notice being hereby expressly waived by the Borrower)waived, setoff to set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, appropriate any and all deposits (general including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or special, time or demand, provisional or finalunmatured but not including trust accounts) at and any time held and other indebtedness at any time held or owing by that Lender or Affiliate (including, without limitation, branches or agencies of such Lender or Affiliate wherever located) or that subsequent holder to or for the credit or the account of the Borrower Company and to apply any property such amounts in accordance with the provisions of the Borrower from time to time in possession of such Lender, Section 2.11 irrespective of whether or not that Lender, Affiliate or that subsequent holder shall have made any demand hereunder and whether or not such deposits held or other indebtedness owing by are otherwise fully secured and that Lender, Affiliate and subsequent holder is hereby irrevocably authorized to permit such Lender may be contingent setoff and unmatured and regardless of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoffappropriation; provided, 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower hereby grants Each Lender agrees promptly to notify the Lenders Company and the Administrative Agent a lien on after any such set-off 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 application made by such Lender may haveor Affiliate; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing Agreement or any other Loan Document to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such Lenderits respective Affiliates, irrespective of whether or not such deposits held Lender or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch, 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Issuing Bank and each Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to any Loan Party or to any other Person (other than the Borrower but subject to the provisions of Section 10.3 hereof (Administrative Agent), any requirement for such notice being hereby expressly waived waived, to the fullest extent permitted by the Borrower)Applicable Law, setoff to set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or specialother than those in a special purpose account, time or demandsuch as a payroll, provisional or finaltrust, tax and fiduciary account) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession such Lender or such Issuing Bank, the Letters of such LenderCredit and participations therein, irrespective of whether or not such deposits held or indebtedness owing by (a) such Lender or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such Issuing Bank different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender Banks and the Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and each Issuing Bank and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender may 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, is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such deposits held Lender, Issuing Lender, Affiliate or indebtedness owing by participant shall have made any demand under this Agreement or any other Loan Document and although such Lender Obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Lender different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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, the Issuing Lender and their respective Affiliates and participants under this Section 9.6 10.2 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender may and Issuing Bank is hereby authorized by each Credit Party at any time and or from time to time, time without notice to the Borrower but subject any Credit Party or to the provisions of Section 10.3 hereof any other Person (other than Administrative Agent), any requirement for such notice being hereby expressly waived by the Borrower)waived, setoff to set off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finalbut not including trust accounts) and any other Indebtedness at any time held and other indebtedness at any time or owing by such Lender or Issuing Bank to or for the credit or the account of the Borrower any Credit Party against and any property on account of the Borrower from time obligations and liabilities of any Credit Party to time in possession such Lender or Issuing Bank hereunder, the Letters of such LenderCredit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not such deposits held or indebtedness owing by (a) such Lender or Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans 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 2 and although such obligations and liabilities, or any of them, may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofunmatured; 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 10.4 Sections 2.17 and 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 Issuing Lender Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, Issuing Bank and their respective Affiliates under this Section 9.6 10.4 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender, such Issuing Bank or their respective Affiliates may have. Following such set-off, the Lender or Issuing Bank, as the case may be, taking such action shall use reasonable efforts to provide written notice thereof to Borrower; provided that any failure to give or delay in giving such notice shall not impact the rights of setoff of the Lenders or Issuing Bank, as the case may be, or result in any liability to any such Lender may haveor Issuing Bank. For the avoidance of doubt, no amounts set off with respect to any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Set-Off. Upon the occurrence In addition to any rights and during the continuance remedies of any Event of Default, each Lender may at any time and from time to timethe Administrative Agent provided by this Agreement and by law, the Administrative Agent and each Lender shall have the right, without prior notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for Borrower, any such notice being expressly waived by each Borrower to the Borrower)extent permitted by applicable law, setoff 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 appropriate and apply against such amount any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any Property and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, Indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent, such Lender or any Affiliate thereof to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such LenderBorrower, irrespective of whether the Administrative Agent or not such deposits held Lender shall have made any demand under this Agreement or indebtedness owing any other Loan Document and although such obligations of any Borrower may be contingent or unmatured or are owed to a branch or office of the Administrative Agent or such Lender different from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Administrative Agent or such Lender 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 parties or between any Borrower and the 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 agrees promptly to notify each Borrower after any such set-off and application made by such Lender may be contingent or the Administrative Agent; provided, that the failure to give such notice shall not affect the validity of such set-off and unmatured and regardless of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtednessapplication. 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 All amounts so set off pursuant to this Section 10.16 shall be paid over immediately applied pursuant to the Agent for further application in accordance with the provisions of Section 10.4 and2.04(d) or Section 9.01(d), pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 haveapplicable.

Set-Off. Upon (a) Each Guarantor hereby irrevocably authorizes the occurrence Administrative Agent and during the continuance of any Event of Default, each Lender may at any time and from time to timetime while an Event of Default shall have occurred and be continuing, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (such Guarantor or other Guarantor, any requirement for such notice being expressly waived by the Borrower)each Guarantor, setoff to set-off and appropriate and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Borrower Administrative Agent or such Lender may elect, against and any property on account of the Borrower from time to time in possession obligations and liabilities of such LenderGuarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, irrespective of in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Administrative Agent or any Lender is adequate to cover the Indebtednesshas made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Promptly following The Administrative Agent and each Lender shall notify such Guarantor promptly of any such setoff, set-off and the application made by the Administrative Agent or such Lender shall give written notice to the Agent and the Borrower of the occurrence proceeds thereof; , provided that in the event that any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 Agreementapplication. The rights of the Administrative Agent and each Lender under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoffset-off) which the Administrative Agent or such Lender may have.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Party and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Party or any such Affiliate to or for the credit or the account of the Borrower any Credit Party against any and any property all of the Borrower from time to time in possession obligations of such LenderCredit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender Party, irrespective of whether or not such deposits held Lender Party shall have made any demand under this Agreement or indebtedness owing by any other Credit Document and although such Lender obligations of any Credit Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to Party different from the Agent and the Borrower of the occurrence thereof; provided that in 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 rights of the obligations of the Borrower under this Agreement. The rights of each Lender Parties and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which such 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. Upon In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is authorized at any time and from time to time, without notice time to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other indebtedness obligations (in whatever currency) at any time owing by by, such Lender Lender, the L/C Issuer or any such Affiliate, to or for the credit or the account of the Borrower respective Loan Parties against any and any property of the Borrower from time all Obligations owing to time in possession of such Lender, now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made demand under this Agreement or any other Loan Document and although such Lender obligations of such Loan Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender may 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, is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such deposits held Lender, Issuing Lender, Affiliate or indebtedness owing by participant shall have made any demand under this Agreement or any other Loan Document and although such Lender Obligations of the Borrowers or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Lender different from the Borrower of the occurrence thereof; 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 10.4 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 Issuing Lender Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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, the Issuing Lender and their respective Affiliates and participants under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender, the Issuing Lender or their respective Affiliates and participants may have.. Each Lender and the Issuing Xxxxxx agrees to notify the Borrowing Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuers and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and any property all of the obligations of the Borrower from time or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender L/C Issuers and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, each L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon The Parent hereby irrevocably authorizes the occurrence Administrative Agent, the Canadian Administrative Agent and during the continuance of any Event of Default, each Lender may at any time and from time to timetime while an Event of Default pursuant to Section 10.01(1) of the Credit Agreement shall have occurred and be continuing, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (Parent, any requirement for such notice being expressly waived by the Borrower)Parent, setoff to set-off and appropriate and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Administrative Agent, the Canadian Administrative Agent or such Lender to or for the credit or the account of the Borrower Parent, or any part thereof in such amounts as the Administrative Agent, the Canadian Administrative Agent or such Lender may elect, against and any property on account of the Borrower from time obligations and liabilities of the Parent to time the Administrative Agent, the Canadian Administrative Agent or such Lender hereunder and under the Loan Documents and claims of every nature and description of the Administrative Agent, the Canadian Administrative Agent or such Lender against the Parent, in possession of any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent, the Canadian Administrative Agent or such LenderLender may elect, irrespective of whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Administrative Agent, the Canadian Administrative Agent or any Lender is adequate to cover the Indebtedness. Promptly following has made any demand for payment and although such setoffobligations, such Lender shall give written notice to the Agent liabilities and the Borrower of the occurrence thereofclaims may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all no amounts so set off with respect to the Parent shall be paid over immediately applied to the Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit any Excluded Swap Obligations of the Parent. The Administrative Agent, the Issuing Canadian Administrative Agent and each Lender shall notify the Parent promptly of any such set-off and the Lendersapplication made by the Administrative Agent, and (y) the Defaulting Canadian Administrative Agent or such Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 proceeds thereof, provided that the failure to give such notice shall not affect the validity of the Borrower under this Agreementsuch set-off and application. The rights of the Administrative Agent, the Canadian Administrative Agent and each Lender under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoffset-off) which the Administrative Agent, the Canadian Administrative Agent or such Lender may have.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Company or any other Loan Party against any and any property all of the Borrower from time obligations of the Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to time in possession of such LenderLender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Company or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer or their respective Affiliates shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Borrower or such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office or Affiliate of whether any Collateral then held by such Lender, the Agent L/C Issuer or any Lender is adequate to cover such Affiliate different from the Indebtedness. Promptly following any branch or office holding such setoffdeposit or obligated on such indebtedness; provided, 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon In addition to any other rights and remedies that such Lender or such L/C Issuer may have, upon the occurrence and during the continuance of any an Event of Default, each Lender may and each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for Borrower, any such notice being expressly waived by each Borrower, to the Borrower)fullest extent permitted by applicable law, setoff to set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender or such L/C Issuer to or for the credit or the account of the any Borrower against any and any property all of the Borrower from time to time in possession obligations of such LenderBorrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by such Lender L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such L/C Issuer different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The Borrower hereby grants Each Lender and each L/C Issuer agrees promptly to notify the Lenders Company and the Administrative Agent a lien on after any such set-off 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 application made by such Lender may haveor 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower or any other Credit Party against any and any property all of the Borrower from time to time in possession obligations of such Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, such Issuing Bank or their respective Affiliates, irrespective of whether or not such deposits held Lender, such Issuing Bank or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or such Issuing Bank different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, each Issuing Bank and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon Each Guarantor hereby irrevocably authorizes the occurrence and during the continuance of any Event of DefaultCollateral Agent, each Administrative Agent and each Lender may at any time and from time to timetime upon the occurrence and continuation of an Event of Default pursuant to Section 7(a) of the Credit Agreements, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (such Guarantor or Grantor or any requirement for other Guarantor, any such notice being expressly waived by the Borrower)each Guarantor, setoff to set-off and appropriate and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other indebtedness at any time or owing by the Collateral Agent, such Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Borrower Collateral Agent, such Administrative Agent or such Lender may elect, against and any property on account of the Borrower from time to time in possession obligations and liabilities of such LenderGuarantor to the Collateral Agent, irrespective such 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 such Lender may elect, whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any the Collateral then held by the Agent, either Administrative Agent or any Lender is adequate to cover the Indebtednesshas made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Promptly following The Collateral Agent, each Administrative Agent and each Lender shall notify such Guarantor promptly of any such setoffset-off and the application made by the Collateral Agent, such Administrative Agent or such Lender shall give written notice to the Agent and the Borrower of the occurrence proceeds thereof; , provided that in the event that any Defaulting Lender failure to give such notice shall exercise any not affect the validity of such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 Agreementapplication. The rights of the Collateral Agent, each Administrative Agent and each Lender under this Section 9.6 8.6 are in addition to the other rights and remedies (including, without limitation, other rights of setoff) set-off), which the Collateral Agent, such Administrative Agent or such Lender may have. Any amounts received by the Lenders through the exercise of the rights of set-off provided for in this Section 8.6 shall be subject to the sharing requirements of Section 9.7 of the Credit Agreements to which each Guarantor hereby expressly consents.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault under 8.1(a), 8.1(f) or 8.1(g) or (b) shall have occurred and be continuing, each Lender may Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other indebtedness obligations (in whatever currency) at any time owing owing, by such Lender Lender, or any such Affiliate, to or for the credit or the account of the Borrower or any other Credit Party against any and any property all of the obligations of the Borrower from time or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to time in possession of such LenderLender or its respective Affiliates, irrespective of whether or not such deposits held Lender, or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Lender obligations of the Borrower or such Credit Party may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch, 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing Agreement or any other Loan Document to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time in possession of such Lenderits respective Affiliates, irrespective of whether or not such deposits held Lender or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of the Borrower may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to different from the Agent and the Borrower of the occurrence thereofbranch, 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Administrative Agent, to the Borrower but subject fullest extent permitted by applicable law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderLoan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such deposits held Lender or indebtedness owing by the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice after obtaining the prior written consent of the Required Lenders, to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the L/C Issuer or such Affiliates, irrespective of whether or not such deposits held Lender, the L/C Issuer or indebtedness owing by Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Lender obligations of such Loan Party may be contingent and unmatured and regardless or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch, 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, 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 Lender may havePerson shall waive the right of setoff set forth herein.

Set-Off. Upon the occurrence and during 8.4.1 During the continuance of any an Event of Default, each any deposits or other sums credited by or due from any Lender to Borrower, TEC or FSI (exclusive of deposits in accounts expressly held in the name of third parties or held in trust for benefit of third parties) may at any time be set-off against the Obligations and from time to time, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff and apply against any and all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of Borrower, TEC or FSI to Lenders. Each Lender agrees to notify promptly Borrower, TEC or FSI and Agent of any such set-off; provided, that the 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 obligations Commitments of such Lender shall be less than such Lender's Pro Rata Share of the Borrower now or hereafter existing 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 this Agreement, whether owing 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, any Affiliate 's receipt of such payment; provided, however, that if any such purchase shall be made pursuant to this Section 8.4.2 and the payment giving rise thereto shall thereafter be recovered, such purchase shall be rescinded to the extent of such recovery and the purchase price restored without interest. Borrower expressly consents to the foregoing arrangements and agrees that any Lender or any other Lender or the Agent, holding a participation in a Commitment deemed to have been so purchased may exercise any and all deposits (general rights of set-off, banker's lien or special, time or demand, provisional or final) at similar remedy with respect to any time held and other indebtedness at any time all moneys owing by Borrower to such Lender to or for as fully as if such Lender held a Commitment in the credit or the account of the Borrower and any property of the Borrower from time to time in possession amount of such Lender, irrespective of whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the 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 haveparticipation.

Set-Off. Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, Default each Lender may and each Issuing Bank is hereby authorized by each Credit Party at any time and or from time to time, without notice to the Borrower but subject to the provisions of Section 10.3 hereof (any requirement for Credit Party, any such notice being hereby expressly waived by the Borrower)waived, setoff to set-off and to appropriate and to apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finalbut not including trust accounts) and any other Indebtedness at any time held and other indebtedness at any time or owing by such Lender or such Issuing Bank to or for the credit or the account of the Borrower any Credit Party against and any property on account of the Borrower from time obligations and liabilities of any Credit Party to time in possession such Lender or such Issuing Bank hereunder and under the other Credit Documents, including all claims of such Lenderany nature or description arising out of or connected hereto or thereto, irrespective of whether or not such deposits held or indebtedness owing by (a) such Lender or such Issuing Bank shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable and although such obligations and liabilities, or any of them, may be contingent and unmatured and regardless of whether any Collateral then held by the Agent or any 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 thereofunmatured; 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 10.4 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender Banks and the Lenders, . Each Lender and (y) Issuing Bank agrees to notify the Defaulting Lender Administrative Agent promptly after any such set-off and application; provided that the failure to give such notice shall provide promptly to not affect the Agent a statement describing in reasonable detail the Indebtedness owing to validity of such Defaulting Lender as to which it exercised such right of setoff. The Borrower hereby grants to the Lenders set-off 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 haveapplication.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, each Lender may Lender, the Issuing Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Legal Requirement, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the Borrower any Credit Party against any and any property all of the Borrower from time to time in possession obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Document to the Administrative Agent, such Lender or the Issuing Lender, irrespective of whether or not such deposits held or indebtedness owing by the Administrative Agent, such Lender or the Issuing Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of any Credit Party may be contingent and or unmatured and regardless or are owed to a branch or office of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoffAdministrative Agent, such Lender shall give written notice to or such Issuing Lender different from the Agent and the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender, the Swing Line Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Party and its Affiliates under this Section 9.6 7.4 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, each Lender may and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and any property all of the Obligations of the Borrower from time now or hereafter existing under this Agreement or any other Loan Document to time in possession of the Administrative Agent, such LenderLender or any such Affiliate, irrespective of whether or not such deposits held or indebtedness owing by the Administrative Agent, such Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower may be contingent and or unmatured and regardless or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoffAdministrative Agent, such Lender shall give written notice to or such Affiliate different from the Agent and the Borrower of the occurrence thereofbranch, 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, (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 10.4 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 Agent, the Issuing Lender Administrative Agent and the Lenders, and (yii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 and its Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by Applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Credit Party against any and any property all of the obligations of the Borrower from time or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to time in possession of such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not such deposits held Lender, the Issuing Bank or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower or such Credit Party may be contingent and unmatured and regardless or un-matured or are owed to a branch, office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and Issuing Bank different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Indebtedness Obligations 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 Lender, the Issuing Bank and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoff) which that such Lender 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. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender may Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to the Borrower but subject fullest extent permitted by applicable Law, to the provisions of Section 10.3 hereof (any requirement for such notice being expressly waived by the Borrower), setoff set-off and apply against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower any Loan Party against any and any property all of the Borrower from time to time in possession obligations of such LenderLoan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such deposits held Lender, the L/C Issuer or indebtedness owing by such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent and or unmatured and regardless or are owed to a branch or office or Affiliate of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness. Promptly following any such setoff, such Lender shall give written notice to or the Agent and L/C Issuer different from the Borrower of the occurrence thereofbranch 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 10.4 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 Issuing Lender 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 Indebtedness Obligations 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 Agreementset-off. The rights of each Lender Lender, the L/C Issuer and their respective Affiliates under this Section 9.6 are in addition to the other rights and remedies (including, without limitation, including other rights of setoffset-off) which that such Lender 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.