Common use of Right of Set-off Clause in Contracts

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred with respect to a Borrower and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the such Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, and any other Loan Document Note of such Borrower held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or such other Loan Document Note and although the such obligations may be unmatured; provided. Each Bank agrees to immediately notify such Borrower and the Agent by facsimile or electronic mail after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have. In the event that any Defaulting Lender shall exercise Bank exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.18 and, pending such payment, shall will be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, other Banks and (y) the Defaulting Lender shall Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by to such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, that in contingent or unmatured or are owed to a branch or office of such Lender or such Issuing Bank different from the event that any Defaulting branch or office holding such deposit or obligated on such indebtedness. Each Lender shall exercise and each Issuing Bank agrees promptly to notify the Borrower after any such right set-off and application, provided that the failure to give such notice shall not affect the validity of setoff, (x) all amounts so set such set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the any Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or any other Loan Document and the Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Company 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. The rights of each Lender and each Issuing Bank its Affiliates under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank and its Affiliates may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO)Holdings, the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred with respect to a Borrower and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the such Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, and any other Loan Document Note of such Borrower held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or such other Loan Document Note and although the such obligations may be unmatured; provided. Each Bank agrees to immediately notify such Borrower and the Agent by telecopy after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have. In the event that any Defaulting Lender shall exercise Bank exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.18 and, pending such payment, shall will be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, other Banks and (y) the Defaulting Lender shall Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred with respect to a Borrower and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the such Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, and any other Loan Document Note of such Borrower held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or such other Loan Document Note and although the such obligations may be unmatured; provided. Each Bank agrees to immediately notify such Borrower and the Agent by facsimile or electronic mail after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have. In the event that any Defaulting Lender shall exercise Bank exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.17 and, pending such payment, shall will be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, other Banks and (y) the Defaulting Lender shall Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each Issuing Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Fronting Bank (as the case may be) to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Borrowers against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or and any other Loan Document Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Fronting Bank (as the case may be) shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, that in . Each Lender and each Fronting Bank agrees promptly to notify the event that any Defaulting Lender shall exercise Borrowers after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds or such Fronting Bank (as the case may be), provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Fronting Bank under this Section 9.06 8.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Fronting Bank (as the case may be) may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and Lender, each Issuing Bank and each Ancillary Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or Lender, such Issuing Bank or such Ancillary Lender to or for the credit or the account of Holdings (prior to a Qualified IPO)Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the U.S. Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender Lender, such Issuing Bank or such Issuing BankAncillary Lender, irrespective of whether or not such Lender or Lender, such Issuing Bank or such Ancillary Lender shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and Lender, each Issuing Bank and each Ancillary Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or Lender, such Issuing Bank or such Ancillary Lender may have.

Right of Set-off. If In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Administrative Agent, the Collateral Agent, each Issuing Bank, each Lender and each Issuing Bank of their Affiliates is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by lawany Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) (other than accounts used exclusively for payroll, time or demandpayroll taxes, provisional or finalfiduciary and trust purposes, and employee benefits, and other than any Excluded Collateral) at and any time held and other Indebtedness at any time held or owing by the Administrative Agent, the Collateral Agent, such Issuing Bank, such Lender or such Issuing Bank Affiliate (including, without limitation, by branches and agencies of the Administrative Agent, Collateral Agent or such Lender wherever located) to or for the credit or the account of Holdings (prior to a Qualified IPO), the Lead Borrower or any Subsidiary of its Subsidiaries against and on account of the Obligations and liabilities of the Credit Parties to the Administrative Agent, the Collateral Agent, such Issuing Bank, such Lender or such Affiliate under this Agreement or under any of and the other Credit Documents, including, without limitation, all the obligations claims of Holdings (prior to a Qualified IPO) any nature or the Borrower now description arising out of or hereafter existing under connected with this Agreement or any other Loan Document held by such Lender or such Issuing BankCredit Document, irrespective of whether or not the Administrative Agent, the Collateral Agent, such Issuing Bank, such Lender or such Issuing Bank Affiliate shall have made any demand under this Agreement or such other Loan Document hereunder and although the obligations may be unmatured; providedsaid Obligations, that in the event that liabilities or claims, or any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such paymentthem, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such contingent or unmatured. The right of setoff. The rights of each Lender and each Issuing Bank under setoff described in this Section 9.06 are in addition 13.02 shall not apply with respect to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may haveany Excluded Collateral.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender, the Swingline Lender and each Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Lender, the Swingline Lender or any such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary such Guarantor against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Guarantor now or hereafter existing under this Agreement Guaranty or any other Loan Document held by to such Lender or such Issuing Bankthe Swingline Lender, irrespective of whether or not such Lender or such Issuing Bank the Swingline Lender shall have made any demand under this Agreement Guaranty or such any other Loan Document and although the such obligations of such Guarantor may be unmatured; provided, that in contingent or unmatured or are owed to a branch or office of such Lender or the event that any Defaulting Swingline Lender shall exercise any different from the branch or office holding such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending deposit or obligated on 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffindebtedness. The rights of each Lender, the Swingline Lender and each Issuing Bank their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of set-offsetoff) that such Lender, the Swingline Lender or such Issuing Bank their respective Affiliates may have. Each Lender and the Swingline Lender agrees to notify such Guarantor and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank its Affiliates to or for the credit or the account of Holdings (prior to a Qualified IPO), the any Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such any other Loan Document and although the obligations even though such Obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoffset-off, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.21(a)(ii) (Defaulting Lender) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuers, the Swingline Lender and the Lenders, and (y) the Defaulting . Each Lender shall provide agrees promptly to notify the Administrative Agent a statement describing in reasonable detail Parent Borrower after any such set-off and application made by such Lender or its Affiliates; provided, however, that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffset-off and application. The rights of each Lender and each Issuing Bank under this Section 9.06 10.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred with respect to a Borrower and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances to such Borrower due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the such Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or Agreement, any other Loan Document Local Currency Addendum, the Japan Local Currency Addendum, and any Note of such Borrower held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement Agreement, such Local Currency Addendum, the Japan Local Currency Addendum, or such other Loan Document Note and although the such obligations may be unmatured; provided. Each Bank agrees to immediately notify such Borrower and the Agent by facsimile or electronic mail after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have. In the event that any Defaulting Lender shall exercise Bank exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.18 and, pending such payment, shall will be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, other Banks and (y) the Defaulting Lender shall Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) the making of the request or the granting of the consent specified by Section 8.02 of the Credit Agreement to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of said Section 8.02, each Lender Agent and each Issuing Bank Lender is hereby authorized at any time and from time to time, to the fullest maximum extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender Agent or such Issuing Bank Lender, other than deposits held in “Exempt Deposit Accounts” (as such term is defined in the Security Agreement), to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all of the obligations Guaranteed Obligations of Holdings (prior to a Qualified IPO) or the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bankthe Secured Documents, irrespective of whether such Agent or not such Lender or such Issuing Bank shall have made any demand under this Agreement Guaranty or such any other Loan Secured Document and although the obligations such Guaranteed Obligations may be unmatured; provided, contingent or unmatured or denominated in a currency different from that in of the event that any Defaulting applicable deposit or indebtedness. Each Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately agrees promptly to notify the Borrower and the Administrative Agent for further after any such set-off and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such setoff and deemed held in trust for the benefit application. The rights of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 11 are in addition to other rights and remedies (including including, without limitation, other rights of set-offsetoff) that the Administrative Agent and such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized authorized, in addition to any other right or remedy that any Lender may have by operation of law or otherwise, at any time and from time to time, without notice to the fullest extent permitted Borrower (any such notice being expressly waived by lawthe Borrower), to set off exercise its banker’s lien or right of setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or and any other Loan Document Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document any Note and although the such obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Paying Agent for further application in accordance with the provisions of Section 2.22 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 Paying Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Paying Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-offsetoff) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the Agent and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender Lender, the Agent or such Issuing Bank to or for the credit or the account of Holdings (prior any party to a Qualified IPO), the Borrower or any Subsidiary this Agreement against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower such party now or hereafter existing under this Agreement or any other Loan Document held by owed to such Lender Lender, the Agent or such Issuing Bank, irrespective of whether or not such Lender Lender, the Agent or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the such obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the Agent and each Issuing Bank under this Section 9.06 5.15 are in addition to other rights and remedies (including other rights of set-off) that such Lender or Lender, the Agent and such Issuing Bank may have. Notwithstanding anything to the contrary contained herein, no Secured Party or any of its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Secured Party or any of its Affiliates to or for the credit or the account of any Subsidiary of a Credit Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a Subsidiary of a Person described in clause (i), unless (in either case) such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Secured Party agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Secured Party; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Right of Set-off. If an (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred with respect to any Borrower, and be continuing(ii) the making of the request or the granting of the consent specified by Section 8.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 8.02, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the such Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or any other the Loan Document Documents held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other the Loan Document Documents and although the such obligations may be unmatured; provided, that in the event that any Defaulting . Each Lender shall exercise agrees promptly to notify such Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing Bank may have. (b) Each Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations under the Loan Documents, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of such Borrower's rights to any independent claim that such Borrower may have against the Administrative Agent or any Lender, but no Lender shall be liable for the conduct of the Administrative Agent or any other Lender, and the Administrative Agent shall not be liable for the conduct of any Lender.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Subsidiary Guarantor now or hereafter existing under this Agreement or any other Loan Document held by Guaranty owed to such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Guaranty and although the such obligations may be unmatured; provided, that in the event however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the First Lien Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its respective Affiliates shall exercise have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the credit or the account of any subsidiary of a Loan Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such subsidiary is not a direct or indirect Subsidiary of the Borrower. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such set off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 10 are in addition to other rights and remedies (including other rights of set-set off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred Default, and be continuing(ii) the making of the request or the granting of the consent specified by Section 8.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 8.02, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other the Loan Document Documents held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other the Loan Document Documents and although the such obligations may be unmatured; provided, that in Unmatured. Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank may have. (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations under the Loan Documents, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against the Administrative Agent, the Fronting Bank or any Lender, but no Lender shall be liable for the conduct of the Administrative Agent, the Fronting Bank or any other Lender, and neither the Administrative Agent nor the Fronting Bank shall be liable for the conduct of the other or any Lender.

Right of Set-off. Sharing of Set-off. (a) If an Event of Default shall have occurred any amount payable hereunder is not paid as and be continuingwhen due, each Borrower irrevocably authorizes the Lender and each Issuing Bank is hereby authorized at any time and from time Affiliate of the Lender (i) to timeproceed, to the fullest extent permitted by lawapplicable Law, to set off and apply without prior notice, by right of set-off, bankers’ lien, counterclaim or otherwise, against any and all deposits (general or special, time or demand, provisional or final) assets of Borrower in any currency that may at any time held and other Indebtedness at any time owing by such be in the possession of the Lender or such Issuing Bank Affiliate, to the full extent of all amounts payable to the Lender hereunder or for (ii) to charge to Borrower’s account with Lender the credit or full extent of all amounts payable by Borrower to the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmaturedhereunder; provided, however, that the Lender shall notify Borrower of the exercise of such right promptly following such exercise. (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations owed to such Lender resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other obligations owed to such Lender greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the other Lenders of such fact, and (b) purchase (for cash at face value) participations in the event that any Defaulting Lender shall exercise any Loans and such right other obligations of setoffthe other Lenders, (x) all amounts so set off or make such other adjustments as shall be paid over immediately to equitable, so that the Administrative Agent for further application benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that the provisions of this Section 2.22 and, pending such payment, 11.03(b) shall not be segregated construed to apply to (x) any payment made by such Defaulting Lender from its other funds Borrower pursuant to and deemed held in trust for accordance with the benefit express terms of the Administrative Agent and the Lenders, and this Agreement or (y) the Defaulting Lender shall provide promptly to the Administrative Agent any payment obtained by a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as consideration for the assignment of or sale of a participation in any of its Loans to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may haveany assignee.

Right of Set-off. If an (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred with respect to any Borrower, and be continuing(ii) the making of the request or the granting of the consent specified by Section 8.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 8.02, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the such Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or any other the Loan Document Documents held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other the Loan Document Documents and although the such obligations may be unmatured; provided, that in the event that any Defaulting . Each Lender shall exercise agrees promptly to notify such Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing Bank may have. (b) Each Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations under the Loan Documents, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of such Borrower’s rights to any independent claim that such Borrower may have against the Administrative Agent or any Lender, but no Lender shall be liable for the conduct of the Administrative Agent or any other Lender, and the Administrative Agent shall not be liable for the conduct of any Lender.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to timetime thereafter, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any other Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Parent Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Parent Borrower and the Co-Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized authorized, in addition to any other right or remedy that any Lender may have by operation of law or otherwise, at any time and from time to time, without notice to the fullest extent permitted Borrower (any such notice being expressly waived by lawthe Borrower), to set off exercise its banker’s lien or right of setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or and any other Loan Document Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document any Note and although the such obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-offsetoff) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness obligations at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower Affiliate now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the such obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that which such Lender or such Issuing Bank may have. Each Lender agrees to notify the Company and the 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.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Subsidiary Guarantor now or hereafter existing under this Agreement or any other Loan Document held by Guaranty owed to such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Guaranty and although the such obligations may be unmatured; provided, that in the event however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its respective Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the credit or the account of any subsidiary of a Loan Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such subsidiary is not a direct or indirect Subsidiary of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent for further after any such set off and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such set off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 10 are in addition to other rights and remedies (including other rights of set-set off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, any Agent or any Lender may, and be continuing, each Lender and each Issuing Bank is hereby authorized to, at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) and to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) ), other than payroll accounts, payroll tax accounts, employee wage and benefit accounts, at any time held and other Indebtedness at any time owing by such Agent or such Lender or such Issuing Bank any of their respective Affiliates to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Loan Party against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower Loan Parties either now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankDocument, irrespective of whether or not such Lender Agent or such Issuing Bank Lender shall have made any demand under this Agreement hereunder or such other Loan Document thereunder and although the such obligations may be contingent or unmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.22 4.04 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 Agents and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Agent and each Lender agrees to notify such Loan Party promptly after any such set-off and application made by such Agent or such Lender or any of their respective Affiliates provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender the Agents and each Issuing Bank the Lenders under this Section 9.06 12.05 are in addition to the other rights and remedies (including other rights of set-off) that such Lender which the Agents and the Lenders may have under this Agreement or such Issuing Bank may haveany other Loan Documents of law or otherwise.

Right of Set-off. If In addition to any rights now or hereafter ---------------- granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default shall have occurred and be continuingDefault, each Lender the Agent and each Issuing Bank is are hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by lawBorrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held and other Indebtedness at any time held or owing by such Lender the Agent or such Issuing Bank (including, without limitation, by branches and agencies of the Agent or such Bank wherever located) to or for the credit or the account of Holdings (prior the Borrower against and on account of the Obligations and liabilities of the Borrower to a Qualified IPOthe Agent or such Bank under this Agreement or under any of the other Transaction Documents, including, without limitation, all interests in Obligations purchased by such Bank pursuant to Section 10.7(b), the Borrower or any Subsidiary against any of and all the obligations other claims of Holdings (prior to a Qualified IPO) any nature or the Borrower now description arising out of or hereafter existing under connected with this Agreement or any other Loan Document held by such Lender or such Issuing BankTransaction Document, irrespective of whether or not such Lender the Agent or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. Notwithstanding the obligations may be unmatured; providedforegoing provisions of this Section 10.2, that in if at any time the event that any Defaulting Lender Commitment Obligations and Loans are secured by real property, no Bank shall exercise any such a right of setoff, (x) all amounts so set off banker's lien or counterclaim or take any court or administrative action to enforce any provision of the Transaction Documents if such action would constitute an "action" within the meaning of Section 726 of the California Code of Civil Procedure without obtaining the prior consent of the Required Banks, and any attempted exercise by any Bank of any such action without first obtaining such consent shall be paid over immediately to the Administrative Agent for further application in accordance with the null and void. The provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust the preceding sentence are solely for the benefit of the Administrative Agent and the Lenders, Banks and (y) the Defaulting Lender Borrower shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The have no rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may havetherein.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank L/C Issuer and any Affiliate of the foregoing is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank L/C Issuer to or for the credit or the account of Holdings (prior to a Qualified IPO), the any Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankL/C Issuer, irrespective of whether or not such Lender or such Issuing Bank L/C Issuer shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank L/C Issuer under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank L/C Issuer may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender (and, in the case of Citicorp North America, Inc., its Affiliates) and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO)Holdings, the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.25 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Administrative Agent, the Collateral Agent, each Issuing Bank, each Lender and each Issuing Bank of their Affiliates is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by lawany Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) (other than accounts used exclusively for payroll, time or demandpayroll taxes, provisional or finalfiduciary and trust purposes, and employee benefits, and other than any Excluded Collateral) at and any time held and other Indebtedness at any time held or owing by the Administrative Agent, the Collateral Agent, such Issuing Bank, such Lender or such Issuing Bank Affiliate (including, without limitation, by branches and agencies of the Administrative Agent, Collateral Agent or such Lender wherever located) to or for the credit or the account of Holdings (prior to a Qualified IPO), the Lead Borrower or any Subsidiary of its Subsidiaries against and on account of the Obligations and liabilities of the Credit Parties to the Administrative Agent, the Collateral Agent, such Issuing Bank, such Lender or such Affiliate under this Agreement or under any of and the other Credit Documents, including, without limitation, all the obligations claims of Holdings (prior to a Qualified IPO) any nature or the Borrower now description arising out of or hereafter existing under connected with this Agreement or any other Loan Document held by such Lender or such Issuing BankCredit Document, irrespective of whether or not the Administrative Agent, the Collateral Agent, such Issuing Bank, such Lender or such Issuing Bank Affiliate shall have made any demand under this Agreement or such other Loan Document hereunder and although the obligations may be unmatured; providedsaid Obligations, that in the event that liabilities or claims, or any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such paymentthem, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such contingent or unmatured. The right of setoff. The rights of each Lender and each Issuing Bank under setoff described in this Section 9.06 are in addition 13.02 shall not apply with respect to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may haveany Excluded Collateral.

Right of Set-off. If an Upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) the making by the Majority Banks of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes or Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document and the Notes held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or any such other Loan Document Note and although the such obligations may be unmaturedunmatured (other than as provided in clause (b) above); provided, provided that in the event that any Defaulting Lender Bank shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.24 and, pending such payment, shall be segregated by such Defaulting Lender Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the LendersBanks, and (y) the Defaulting Lender Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Revolving Credit Obligations owing to such Defaulting Lender Bank as to which it exercised such right of setoffset-off. Each Bank agrees promptly to notify the Borrower after any such set-off and application made by such Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing Bank may have.

Right of Set-off. If an (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred Default, and be continuing(ii) the making of the request or the granting of the consent specified by Section 8.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 8.02, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other the Loan Document Documents held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other the Loan Document Documents and although the such obligations may be unmatured; provided, that in Unmatured. Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing Bank may have. (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations under the Loan Documents, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against the Administrative Agent, the Fronting Bank or any Lender, but no Lender shall be liable for the conduct of the Administrative Agent, the Fronting Bank or any other Lender, and neither the Administrative Agent nor the Fronting Bank shall be liable for the conduct of the other or any Lender.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawLegal Requirements, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Lender or any such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Loan Party against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Loan Party now or hereafter existing under this Agreement or any other Loan Document held by to such Lender or such Issuing Bankand then due and payable, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such any other Loan Document and although such obligations of such Loan Party are owed to a branch or office of such Lender or Affiliate different from the obligations may be unmaturedbranch or office holding such deposit or obligated on such indebtedness; provided, provided that to the 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 Administrative Agent for further application in accordance with the provisions any Excluded Swap Obligations of Section 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffGuarantor. The rights of each Lender and each Issuing Bank its Affiliates under this Section 9.06 7.05 are in addition to other rights and remedies (including other rights of set-offsetoff) that such Lender or such Issuing Bank its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. If an In addition to any rights and remedies of the Secured Parties provided by Law, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each Issuing Bank Secured Party is hereby authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by each Grantor to the fullest extent permitted by lawapplicable Law, to set set-off and apply 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 or such Issuing Bank Secured Party to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary respective Grantors against any of and all the obligations of Holdings (prior owing to a Qualified IPO) or the Borrower such Secured Party hereunder, now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bankexisting, irrespective of whether or not such Lender or such Issuing Bank Secured Party shall have made any demand under this Agreement or such other Loan Document and although the such obligations may be unmaturedcontingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately promptly to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.17 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Secured Parties and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the applicable Grantor and the Administrative Agent after any such set-off and application made by such Secured Party; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each Issuing Bank Secured Party under this Section 9.06 6.08 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank Secured Party may havehave at Law.

Right of Set-off. If an Upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) the making of the request or the granting of the consent specified by Section 8.2 to authorize the Administrative Agent to declare the Term Loan, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents due and payable pursuant to the provisions of Section 8.2, each Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off offset and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or or, to the extent not prohibited by Swiss law to the extent applicable, such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary AGCO against any of and all of the obligations Obligations of Holdings (prior to a Qualified IPO) or the Borrower or AGCO now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankDocument, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other any Loan Document and although the such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower or AGCO after any such set-off and application; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including without limitation other rights of set-off) that such Lender and its Affiliates may have; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred The Agent and be continuing, each Lender and each Issuing Bank is hereby irrevocably ---------------- authorized at any time and from time to timetime without notice to Holdings, to the fullest extent permitted any such notice being expressly waived by lawHoldings, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by the Agent or such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO)Holdings, the Borrower or any Subsidiary part thereof in such amounts as the Agent or such Lender may elect, against any or on account of and all the obligations and liabilities of Holdings (prior to a Qualified IPO) the Agent or such Lender hereunder which are then due and payable and claims of every nature and description of the Borrower now Agent or hereafter existing such Lender against Holdings, in any currency, whether arising hereunder, under this Agreement or any other Loan Credit Document held by or otherwise in connection therewith, as the Agent or such Lender or such Issuing Bankmay elect, irrespective of whether or not the Agent or such Lender or such Issuing Bank shall have has made any demand under this Agreement for payment. The Agent or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise notify Holdings promptly of any such right of setoffset-off and the application made by the Agent or such Lender, (x) all amounts so set off shall be paid over immediately to as the Administrative Agent for further application in accordance with the provisions of Section 2.22 andcase may be, 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 proceeds thereof; provided that the failure -------- to give such notice shall not affect the validity of such set-off and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of the Agent and each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that the Agent or such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness obligations at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document held by Guaranty owed to such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Guaranty and although the such obligations may be unmatured; provided. Notwithstanding anything to the contrary contained herein, no Lender or any of its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the credit or the account of any Subsidiary of a Credit Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a Subsidiary of a Person described in clause (i), unless (in either case) such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise Borrower and the Collateral Agent after any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such set off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 8 are in addition to other rights and remedies (including other rights of set-set off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank L/C Issuer and any Affiliate of the foregoing is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank L/C Issuer to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankL/C Issuer, irrespective of whether or not such Lender or such Issuing Bank L/C Issuer shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank L/C Issuer under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank L/C Issuer may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO)Holdings, the either Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the either Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness obligations at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document held by Guaranty owed to such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Guaranty and although the such obligations may be unmatured; provided. Notwithstanding anything to the contrary contained herein, no Lender or any of its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the credit or the account of any Subsidiary of a Credit Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a Subsidiary of a Person described in clause (i), unless (in either case) such Subsidiary is not a direct or indirect subsidiary of the event that any Defaulting Borrower. Each Lender shall exercise agrees promptly to notify the Borrower and the Collateral Agent after any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such set off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 8 are in addition to other rights and remedies (including other rights of set-set off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPOIPO of Holdings), the Borrower Intermediate Holdings (prior to a Qualified IPO of Intermediate Holdings) or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPOIPO of Holdings), Intermediate Holdings (prior to a Qualified IPO of Intermediate Holdings) or the Borrower any Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing the Bank is hereby authorized at authorized, without notice to such Subsidiary Guarantor or any time and from time to timeother Subsidiary Guarantor, to the fullest extent permitted any such notice being expressly waived by laweach Subsidiary Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Lender or such Issuing the Bank to or for the credit or the account of Holdings (prior such Subsidiary Guarantor, or any part thereof, in such amounts as the Bank may elect, against and on account of the obligations and liabilities of such Subsidiary Guarantor to a Qualified IPO)the Bank hereunder and claims of every nature and description of the Bank against such Subsidiary Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or Note, any other Loan Document held by such Lender or such Issuing Bankotherwise, irrespective of as the Bank may elect, whether or not such Lender or such Issuing the Bank shall have has made any demand under this Agreement or such other Loan Document for payment and although the obligations such obligations, liabilities and claims may be contingent or unmatured; . The Bank shall notify such Subsidiary Guarantor promptly of any such set-off and the application made by the Bank, 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 Administrative Agent for further application in accordance with the provisions of Section 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing the Bank under this Section 9.06 4 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing which the Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO)Holdings, the Borrower Borrowers or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default under Sections 7.01(a), (b), (h) or (i) of the Credit Agreement shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Grantor against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing such Grantor then due and owing under this Agreement or any other Loan Document held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although such obligations are owed to a branch or office of such Lender different from the obligations may be unmaturedbranch or office holding such deposit or obligated on such Indebtedness. The applicable Lender shall notify the applicable Grantor and the Collateral Agent of such setoff and application; provided, that in the event provided that any Defaulting Lender failure to give or any delay in giving such notice shall exercise not affect the validity of any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further setoff and application in accordance with the provisions of under this Section 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff5.08. The rights of each Lender and each Issuing Bank under this Section 9.06 5.08 are in addition to other rights and remedies (including other rights of set-offsetoff) that such Lender or such Issuing Bank may have. Notwithstanding the foregoing, no amount set off from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Right of Set-off. If an Event of Default shall have occurred The Administrative Agent and be continuing, each Lender and each Issuing Bank is hereby irrevocably authorized at any time and from time to timetime when an Event of Default has occurred and is continuing, without notice to the fullest extent permitted Guarantor, any such notice being expressly waived by lawthe Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), 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 or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO)the Guarantor, the Borrower or any Subsidiary part thereof in such amounts as the Administrative Agent or such Lender may elect, against any or on account of and all the obligations and liabilities of Holdings (prior the Guarantor to a Qualified IPO) the Administrative Agent or such Lender hereunder and claims of every nature and description of the Borrower now Administrative Agent or hereafter existing such Lender against the Guarantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any Note, any other Loan Document held by or otherwise, as the Administrative Agent or such Lender or such Issuing Bankmay elect, irrespective of whether or not the Administrative Agent or such Lender or such Issuing Bank shall have has made any demand under this Agreement or such other Loan Document for payment and although the obligations such obligations, liabilities and claims may be contingent or unmatured; provided, that in the event that any Defaulting . The Administrative Agent and each Lender shall exercise notify the Guarantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the application made by the Administrative Agent for further application in accordance with or such Lender, as the provisions case may be, of Section 2.22 and, pending the proceeds thereof; provided that the failure to give such payment, notice shall be segregated by not affect the validity of such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit application. The rights of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which the Administrative Agent or such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender of the Lenders and each Issuing Bank Banks is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower any Loan Party or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) the any Loan Party or the Borrower any Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) funds at any time held by and other Indebtedness indebtedness or other amounts at any time owing by such Lender or such Issuing Bank its Affiliates to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary of Borrower against any of and all of the obligations Obligations and any other indebtedness or other amounts at any time owing by Borrower or any Subsidiary of Holdings (prior to Borrower as a Qualified IPO) or the Borrower result of any other transaction, now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bankexisting, irrespective of whether or not such Lender or such Issuing Bank its Affiliates shall have made any demand under this Agreement or such Agreement, any other Loan Document Document, or any other agreement or contract, and although the such Obligations, indebtedness or other amounts or obligations may be unmatured. Lender agrees promptly to notify Borrower (and, if applicable, such Subsidiary of Borrower) after any such set-off and application is made by Lender; provided, however, 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 Administrative Agent for further application in accordance with the provisions of Section 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 10.5 are in addition to the other rights and remedies (including other rights of set-off under Section 2.10 (a) of the Amended and Restated Revolving Loan Agreement between Borrower (as lender) and Lender (as borrower) effective as of January 1, 2004, and any other rights of set-off) that such which Lender or such Issuing Bank may have. In the event any amount is set-off against any unmatured Credit Enhancement Obligation, the amount set-off against such unmatured Credit Enhancement Obligation shall be used to cash collateralize such Credit Enhancement Obligation in accordance with Section 7.9(a).

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each Issuing Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Fronting Bank (as the case may be) to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Borrowers against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or and any other Loan Document Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Fronting Bank (as the case may be) shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, that in . Each Lender and each Fronting Bank agrees promptly to notify the event that any Defaulting Lender shall exercise Borrowers after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds or such Fronting Bank (as the case may be), provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Fronting Bank under this Section 9.06 8.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing Fronting Bank (as the case may be) may have.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, the Facility Agent and be continuing, each Lender and each Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held (including, but not limited to, the Earnings Account(s)) and other Indebtedness indebtedness at any time owing by the Facility Agent, such Lender or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), any of the Borrower or any Subsidiary Borrowers against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bankthe Transaction Documents, irrespective of whether the Facility Agent or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the such obligations may be unmatured. The Facility Agent and each Lender agrees promptly to notify each Borrower after any such set‑off and application; provided, however, 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 off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set‑off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of the Facility Agent and each Lender and each Issuing Bank their respective Affiliates under this Section 9.06 18.1 are in addition to other rights and remedies (including including, without limitation, other rights of set-offset‑off) that the Facility Agent, such Lender or such Issuing Bank Lender, the Security Trustee and their respective Affiliates may have. Notwithstanding anything to the contrary set forth in Section 18 or elsewhere herein, the Facility Agent may not discriminate against the Lenders generally in favor of its own interests when exercising setoff rights against amounts received from any Borrower hereunder, including any amount in any Earnings Account.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, the Administrative Agent, the Issuing Lender, and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent, the Issuing Lender, or such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement Agreement, the Notes held by the Administrative Agent, the Issuing Lender, or any such Lender, and the other Loan Document held by such Lender or such Issuing BankDocuments, irrespective of whether or not the Administrative Agent, the Issuing Lender, or such Lender or such Issuing Bank shall have made any demand under this Agreement Agreement, such Notes, or such other Loan Document Documents, and although the such obligations may be unmatured; provided. The Administrative Agent, that in the event that any Defaulting Issuing Lender, and each Lender shall exercise agrees to promptly notify the Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and application made by the Administrative Agent for further application in accordance with Agent, the provisions Issuing Lender, or such Lender, provided that the failure to give such notice shall not affect the validity of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of the Administrative Agent, the Issuing Lender, and each Lender and each Issuing Bank under this Section 9.06 7.04 are in addition to any other rights and remedies (including including, without limitation, other rights of set-off) that which the Administrative Agent, the Issuing Lender, or such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender Lender, Issuing Lender, and each Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held held, and other Indebtedness obligations (in whatever currency) at any time owing owing, by such Lender, Issuing Lender or any such Issuing Bank Affiliate, to or for the credit or the account of Holdings (prior to a Qualified IPO), the any Borrower or any Subsidiary other Obligor against any of and all of the obligations of Holdings (prior to a Qualified IPO) any Borrower or the Borrower any other Obligor now or hereafter existing under this Agreement or any other Loan Document held by to such Lender or such Issuing BankLender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or such Issuing Bank Affiliate shall have made any demand under this Agreement or such any other Loan Document and although the such obligations of Borrowers or such Obligor may be unmaturedcontingent or unmatured or are owed to a branch, office or Affiliate of such Lender or Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (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 2.22 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 Agent, Issuing Lender, and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender Lender, Issuing Lender, and each Issuing Bank their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender Lender, Issuing Lender, or such Issuing Bank their respective Affiliates may have. Each Lender and Issuing ▇▇▇▇▇▇ agrees to notify Borrowers and Administrative Agent promptly after any such set-off and application and share such set-off pursuant to Section 2.17(d); provided that the failure to give such notice shall not affect the validity of such set-off and application.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPOIPO of the Borrower), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPOIPO of the Borrower) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Purchaser shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, without prior notice to the fullest Issuer, any such notice being expressly waived by the Issuer to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Issuer at any time held and or other Indebtedness obligations at any time owing by such Lender or such Issuing Bank Purchaser to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Issuer against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document Obligations held by such Lender or such Issuing BankPurchaser, irrespective of whether or not such Lender or such Issuing Bank Purchaser shall have made any demand under this Agreement or such other Loan Document hereunder and although the obligations such Obligations may be unmatured; provided, 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 applied in accordance with the provisions of Section 2.22 2.21(a) and, pending such paymentapplication, shall be segregated by such Defaulting Lender Purchaser from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lendersapplicable recipients, and (y) the Defaulting Lender Purchaser shall provide promptly to the Administrative Collateral Agent and the other Purchasers a statement describing in reasonable detail the Obligations owing to such Defaulting Lender Purchaser as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition Each Purchaser agrees promptly to other rights and remedies (including other rights of notify the Issuer after any such set-off) off and any application made by such Purchaser; provided that the failure to give such Lender notice shall not affect the validity of such set-off and application. Each Purchaser agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Issuer and any of its Subsidiaries to such Issuing Bank may havePurchaser.

Right of Set-off. If an (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred Default, and be continuing(ii) the making of the request or the granting of the consent specified by Section 8.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 8.02, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other the Loan Document Documents held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other the Loan Document Documents and although the such obligations may be unmatured; provided, that in Unmatured. Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank may have. (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations under the Loan Documents, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Administrative Agent, the Fronting Bank or any Lender, but no Lender shall be liable for the conduct of the Administrative Agent, the Fronting Bank or any other Lender, and neither the Administrative Agent nor the Fronting Bank shall be liable for the conduct of the other or any Lender.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender Lender, the Agent and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender Lender, the Agent or such Issuing Bank to or for the credit or the account of Holdings (prior any party to a Qualified IPO), the Borrower or any Subsidiary this Agreement against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower such party now or hereafter existing under this Agreement or any other Loan Document held by owed to such Lender Lender, the Agent or such Issuing Bank, irrespective of whether or not such Lender Lender, the Agent or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the such obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Lender, the Agent and each Issuing Bank under this Section 9.06 5.17 are in addition to other rights and remedies (including other rights of set-off) that such Lender or Lender, the Agent and such Issuing Bank may have. Notwithstanding anything to the contrary contained herein, no Secured Party or any of its respective Affiliates shall have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Secured Party or any of its Affiliates to or for the credit or the account of any Subsidiary of a Credit Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a Subsidiary of a Person described in clause (i), unless (in either case) such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Secured Party agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Secured Party; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender Agent, each Lender, each L/C Issuer and each Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender Agent, such Lender, such L/C Issuer or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all of the obligations ABL Obligations of Holdings (prior to a Qualified IPO) or the Borrower such Guarantor now or hereafter existing under this Agreement or any other the Loan Document held by Documents, irrespective of whether such Agent, such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank L/C Issuer shall have made any demand under this Agreement Guaranty or such any other Loan Document and although the obligations such ABL Obligations may be unmaturedunmatured or denominated in a currency different from that of the applicable ABL Obligation; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.16 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the ABL Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Agent and each Lender agrees promptly to notify such Guarantor 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. The rights of each Lender Agent, each Lender, each L/C Issuer and each Issuing Bank their respective Affiliates under this Section 9.06 12 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or Agent, such Issuing Bank Lender, such L/C Issuer and their respective Affiliates may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Subsidiary Guarantor now or hereafter existing under this Agreement or any other Loan Document held by Guaranty owed to such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Guaranty and although the such obligations may be unmatured; provided, that in the event however, that any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.08 of the First Lien Credit Agreement. Notwithstanding anything to the contrary contained herein, no Lender or any of its respective Affiliates shall exercise have a right to set off and apply any deposits held by, or other Indebtedness owing by, such Lender or any of its Affiliates to or for the credit or the account of any subsidiary of a Loan Party that (i) is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (ii) is a subsidiary of a person described in clause (i), unless (in either case) such subsidiary is not a direct or indirect Subsidiary of the Borrower. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such set off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 10 are in addition to other rights and remedies (including other rights of set-set off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event any of the Obligations shall be due and payable or any one or more Events of Default shall have occurred occurred, whether or not any Lender shall have made demand under any Credit Document and be continuingregardless of the adequacy of any collateral or other form of security for the Obligations or other means of obtaining repayment of the Obligations, each Lender and each Issuing Bank is hereby authorized at any time and from time to timeshall have the right, without notice to the fullest extent permitted by lawBorrower or any other Obligor, and is specifically authorized hereby to set set-off against and apply to the then unpaid balance of the Obligations any items or funds of the Borrower and/or any Obligor held by each Lender or any Affiliate of such Lender, any and all deposits (whether general or special, time or demand, provisional matured or finalunmatured) or any other property of the Borrower and/or any Obligor, including, without limitation, securities and/or certificates of deposit, now or hereafter maintained by the Borrower and/or any Obligor for its or their own account with any Lender or any Affiliate thereof, and any other indebtedness at any time held and other Indebtedness at any time or owing by such the Lender or such Issuing Bank any Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower and/or any Obligor, even if effecting such set-off results in a loss or any Subsidiary against any reduction of and all the obligations of Holdings (prior to a Qualified IPO) interest or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by imposition of a penalty applicable to the early withdrawal of time deposits. For such Lender or such Issuing Bankpurpose, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting each Lender shall exercise any have, and the Borrower hereby grants to each Lender, a first Lien on and security interest in such right of setoffdeposits, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 andproperty, 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 accounts and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may haveproceeds thereof.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document and the Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.19(b) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each Issuing Bank its Affiliates under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank and its Affiliates may have.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingeach Lender, each Lender and each Issuing Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Fronting Bank (as the case may be) to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Borrowers against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or and any other Loan Document Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Fronting Bank (as the case may be) shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, that in . Each Lender and each Fronting Bank agrees promptly to notify the event that any Defaulting Lender shall exercise Borrowers after any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further set‑off and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds or such Fronting Bank (as the case may be), provided that the failure to give such notice shall not affect the validity of such set‑off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Fronting Bank under this Section 9.06 8.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-offset‑off) that such Lender or such Issuing Fronting Bank (as the case may be) may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender Recipient and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender Recipient or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankRecipient, irrespective of whether or not such Lender or such Issuing Bank Recipient shall have made any demand under this Agreement or such other Loan Document and although the such obligations may be unmatured; providedprovided that, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. Each Recipient agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender Recipient and each Issuing Bank its Affiliates under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank Recipient and its Affiliates may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower Intermediate Holdings or any Subsidiary against any of and all the obligations Obligations of Holdings (prior to a Qualified IPO) ), Intermediate Holdings or the Borrower any Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankAffiliates, irrespective of whether or not such Lender or such Issuing Bank Affiliate shall have made any demand under this Agreement or such other Loan Document and although the obligations Obligations may be unmatured; provided, that no amounts set off with respect to any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank of their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the any Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or any other Loan Document and the Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Company 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. The rights of each Lender and each Issuing Bank its Affiliates under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank and its Affiliates may have.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each Issuing the Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Obligor with such Lender or the Fronting Bank (as the case may be) if and to the extent that such Lender or the Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing the Fronting Bank (as the case may be) to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Obligor against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower Obligor now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankAgreement, irrespective of whether or not such Lender or such Issuing the Fronting Bank (as the case may be) shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, that in . Each Lender and the event that any Defaulting Lender shall exercise Fronting Bank agrees promptly to notify the Obligor after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds or the Fronting Bank (as the case may be), provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing the Fronting Bank under this Section 9.06 8.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing the Fronting Bank (as the case may be) may have.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each the Guarantor hereby irrevocably authorizes the Lender and each Issuing Bank is hereby authorized at any time tin1e and from time to timetime without notice to the Guarantor, any such notice being expressly waived by the Guarantor, to the fullest extent permitted by law, to set set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such the Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO)the Guarantor, the Borrower or any Subsidiary part thereof in such amounts as the Lender may elect, against any and on account of and all the obligations and liabilities of Holdings (prior the Guarantor to a Qualified IPO) or the Borrower now or hereafter existing Lender hereunder and claims of every nature and description of the Lender against the Guarantor, in any currency, whether arising hereunder, under this the Credit Agreement or any other Loan Document held by such document or instrument constituting the Credit Facility, as the Lender or such Issuing Bankmay elect, irrespective of whether or not such the Lender or such Issuing Bank shall have has made any demand under this Agreement or such other Loan Document for payment and although the obligations such obligations, liabilities and claims may be contingent or unmatured; provided, that in the event that any Defaulting . The Lender shall exercise notify the Guarantor promptly of 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 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 and the Lendersapplication made by the Lender, provided that the failure to give such notice shall not affect the validity of such set-off and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each the Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such which the Lender or such Issuing Bank may have.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank its Affiliates to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) Parent or the Borrower against any and all of the Obligations now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such any other Loan Document and although the obligations even though such Obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.18 (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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each Issuing Bank under this Section 9.06 11.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event In addition to any rights now or hereafter granted under applicable law and not by way of Default shall have occurred and be continuinglimitation of any such rights, each Lender and each Issuing Bank is hereby authorized shall have the right, at any time and or from time to timetime upon the occurrence and during the continuance of an Event of Default, without prior notice to the fullest Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held and or other Indebtedness obligations at any time owing by such Lender or and such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document Obligations held by such Lender or such Issuing Bank, as the case may be, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document hereunder and although the obligations such Obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.26(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Each Lender and each Issuing Bank under this Section 9.06 are in addition agrees promptly to other rights notify the Administrative Agent and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.the

Right of Set-off. If an Upon the occurrence of any Event of Default shall have occurred and be continuingunder any Credit Document, the Guarantor hereby irrevocably authorizes each Lender and each Issuing Bank is hereby authorized Lender, subject to the terms of the Intercreditor Agreement, at any time and from time to time, time without notice to the fullest extent permitted Guarantor or any other guarantor, any such notice being expressly waived by lawthe Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held and other Indebtedness at any time or owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior the Guarantor, or any part thereof in such amounts as such Lender may elect, against and on account of the obligations and liabilities of the Guarantor to a Qualified IPO)such Lender hereunder or under the Credit Agreement, the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) Term Loan Notes, or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by Credit Documents, as such Lender or such Issuing Bankmay elect, irrespective of whether or not such the Administrative Agent or any Lender or such Issuing Bank shall have has made any demand under this Agreement or such other Loan Document for payment and although the obligations such obligations, liabilities and claims may be contingent or unmatured; provided, that in . Each Lender agrees to notify the event that any Defaulting Lender shall exercise Guarantor promptly of any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to and the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing Bank may have.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each Issuing Bank of such ▇▇▇▇▇▇’s Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or any such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such Agreement, any other Loan Document or such Note and although the such obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 8.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each Issuing Bank its Affiliates under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank and its Affiliates may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each continuing or if the Issuing Bank is shall have been served with a trustee process or similar attachment relating to property of Borrower, the Issuing Bank and its Affiliates are hereby authorized at any time and from time to time, time to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Lender or such the Issuing Bank or any such Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower Obligations now or hereafter existing under this Agreement or any other Loan Credit Document held by such Lender or such to the Issuing Bank, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or such the Issuing Bank shall have made any demand under this Agreement or such any other Loan Credit Document and although the such obligations of Borrower may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately contingent or unmatured or are owed to the Administrative Agent for further application in accordance with the provisions of Section 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 a branch or office of the Administrative Agent and Issuing Bank different from the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to branch or office holding such Defaulting Lender as to which it exercised deposit or obligated on such right of setoffindebtedness. The rights of each Lender and each the Issuing Bank and its respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of set-offsetoff or recoupment) that such Lender or such the Issuing Bank or its respective Affiliates may have, and nothing set forth herein shall in any way alter, limit or modify any such rights of setoff or recoupments or any defense to any claims. The Issuing Bank agrees to notify Borrower promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Set-off. If In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default shall have occurred and be continuingthe commencement of remedies described in Section 9.2, each Supplemental Credit Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by lawwithout presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Supplemental Credit Lender (including, without limitation branches, agencies or Affiliates of such Issuing Bank Supplemental Credit Lender wherever located) to or for the credit or the account of Holdings (prior any Credit Party against obligations and liabilities of such Credit Party to a Qualified IPO)the Supplemental Credit Lenders hereunder, under the Tranche A Term Loan Notes, under the Tranche B Term Loan Notes, the Borrower other Supplemental Credit Documents or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bankotherwise, irrespective of whether the Agent or not such Lender or such Issuing Bank the Supplemental Credit Lenders shall have made any demand under this Agreement or such other Loan Document hereunder and although the obligations such obligations, liabilities or claims, or any of them, may be contingent or unmatured; provided, that in the event that any Defaulting Lender shall exercise and any such right of setoff, (x) all amounts so set set-off shall be paid over deemed to have been made immediately to upon the Administrative Agent for further application occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Credit Parties hereby agree that any Person purchasing a participation in accordance with the provisions of Section 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 Tranche A Term Loans and the Lenders, Tranche A Term Loan Committed Amount and/or Tranche B Term Loans and (yTranche B Term Loan Committed Amount hereunder pursuant to Section 11.3(c) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other or 3.9 may exercise all rights of set-off) that off with respect to its participation interest as fully as if such Person were a Supplemental Credit Lender or such Issuing Bank may havehereunder.

Right of Set-off. If an Upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) the granting of the consent, if any, specified by Section 8.02 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 8.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document Agreement, the Note held by such Lender or such Issuing Bank, and the other Credit Documents, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement Agreement, such Note, or such other Loan Document Credit Documents, and although the such obligations may be unmatured. Each Bank agrees to promptly notify the Borrower after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have; provided, however, that in the event that any Defaulting Lender shall exercise any exercises such right of setoffset-off hereunder, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application distribution in accordance with the provisions of Section 2.22 this Agreement and, pending such payment, shall will be segregated by such Defaulting Lender from form its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Banks and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and Lender, each Issuing Bank and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or finalfinal and in whatever currency denominated) at any time held and other Indebtedness obligation at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document Guaranty held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Guaranty and although the such obligations may be unmatured; provided, however, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set any recovery by any Lender, any Issuing Bank or any Affiliate pursuant to its set-off shall be paid over immediately rights under this Section 11 is subject to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 2.18(c) of the Administrative Agent and the Lenders, Credit Agreement and (y) any Defaulting Lender’s set-off right hereunder shall be subject to Section 9.06 of the Defaulting Credit Agreement. Each Lender shall provide and each Issuing Bank agrees promptly to notify the Administrative Borrower and the Collateral Agent a statement describing in reasonable detail after any such set-off and application made by such Lender; provided that the Obligations owing failure to give such Defaulting Lender as to which it exercised notice shall not affect the validity of such right of setoffset-off and application. The rights of each Lender and each Issuing Bank under this Section 9.06 11 are in addition to other rights and remedies (including other rights of set-off) that such Lender or and such Issuing Bank may have.

Right of Set-off. If an (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred with respect to any Borrower, and be continuing(ii) the making of the request or the granting of the consent specified by Section 8.02 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 8.02, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the such Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the such Borrower now or hereafter existing under this Agreement or any other the Loan Document Documents held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement the Loan Documents or such other Loan Document Notes and although the such obligations may be unmatured; provided, that in the event that any Defaulting . Each Lender shall exercise agrees promptly to notify such Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing Bank may have. (b) Each Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations under the Loan Documents, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of such Borrower's rights to any independent claim that such Borrower may have against the Administrative Agent, the Collateral Agent or any Lender, but no Lender shall be liable for the conduct of the Administrative Agent, the Collateral Agent or any other Lender, and neither the Administrative Agent nor the Collateral Agent shall be liable for the conduct of any Lender.

Right of Set-off. If Notwithstanding anything to the contrary in Section 362 of the Bankruptcy Code, but subject to the DIP Financing Orders (including the Carve Out), if an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any payroll, trust, tax and p▇▇▇▇ cash accounts) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Loan Party against any of and all the obligations Obligations of Holdings (prior to a Qualified IPO) or the Borrower any Subsidiary Loan Party now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations Obligations may be unmatured; provided. Notwithstanding the foregoing, that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. The rights of each Lender and each Issuing Bank under this Section 9.06 10.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender may have and may be exercised only at the direction of the Administrative Agent or such Issuing Bank may havethe Required Lenders.

Right of Set-off. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, each Lender (and each Issuing Bank of its Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other indebtedness at any time held and other Indebtedness at any time or owing by such Lender (including branches, agencies or Affiliates of such Issuing Bank Lender wherever located) to or for the credit or the account of Holdings the Guarantor against obligations and liabilities of the Guarantor to such Lender (prior to a Qualified IPO)and its Affiliates) hereunder, under the Borrower or any Subsidiary against any of and all Notes, under the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender Documents or such Issuing Bankotherwise, irrespective of whether or not such Lender (or such Issuing Bank Affiliate) shall have made any demand under this Agreement or such other Loan Document hereunder and although the obligations such obligations, liabilities or claims, or any of them, may be unmaturedcontingent or unnzatured. Any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the hooks of such Lender subsequent thereto. Each Lender agrees promptly to notify the Guarantor after any such set-off and application made by such Lender (or any of its Affiliates); provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Any person purchasing a Participation Interest 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 Loans and Commitments pursuant to the Administrative Agent for further application in accordance with the applicable provisions of Section 2.22 and, pending the Amended Agreement may exercise all rights of setoff with respect to its Participation Interest as fully as if 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent person were a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLender. The rights of each Lender (and each Issuing Bank its Affiliates) under this Section 9.06 22 are in addition to (and not in limitation of) any other rights and remedies (including other rights of set-off) that such Lender may have under applicable law or such Issuing Bank may haveotherwise.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO)Holdings, the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.. 221

Right of Set-off. If an In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingor if the Borrower becomes insolvent, however evidenced, the Borrower authorizes each Lender and each Issuing Bank is hereby authorized at any time and or from time to time, without presentment, demand, protest or other notice of any kind to the fullest extent permitted by lawBorrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in any currency and any other indebtedness at any time held and other Indebtedness at any time or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Issuing Bank Lender wherever located) to or for the credit or the account of Holdings (prior the Borrower against and on account of the Obligations of the Borrower to a Qualified IPO)such Lender or its Affiliates under this Agreement, the Borrower other Loan Documents including, without limitation, all interests in or any Subsidiary against any of participations in the Obligations purchased by such Lender, and all the obligations other claims of Holdings (prior to a Qualified IPO) any nature or the Borrower now description arising out of or hereafter existing under in connection with this Agreement or any other Loan Document held by such Lender or such Issuing BankDocument, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand therefor. A Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is authorized to effect any necessary conversions at a market rate of exchange selected by it in good faith. A Lender exercising its rights under this Agreement or such other Loan Document Section 2.9(a) shall provide prompt notice to the Borrower and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending following 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may haveexercise.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all the obligations Secured Obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing such Guarantor then due and owing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement and although such Secured Obligations are owed to a branch or office of such Lender or such other Loan Document Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. The applicable Lender and although Issuing Bank shall notify the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to applicable Guarantor and the Administrative Agent for further of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application in accordance with the provisions of under this Section 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff5.08. The rights of each Lender and each Issuing Bank under this Section 9.06 5.08 are in addition to other rights and remedies (including other rights of set-offsetoff) that such Lender or and such Issuing Bank may have. Notwithstanding the foregoing, the rights of set off set forth in this Section 5.08 shall not apply to any Excluded Swap Obligation of such Guarantor.

Right of Set-off. If an Upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) pursuant to Article XI of the Credit Agreement, (i) the making by the Majority Lenders of the request to authorize, or (ii) the consenting by the Majority Lenders authorizing, the Administrative Agent to declare the Loans due and payable pursuant to the provisions of said Article XI, each Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankGuaranty, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or Guaranty. Each Lender shall promptly notify such other Loan Document Guarantor after any such set off and although the obligations may be unmaturedapplication; provided, provided that in the event that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with and/or cash collateralization pursuant to Section 4.7 of the provisions of Section 2.22 Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the LendersBorrower as therein provided, and (y) the such Defaulting Lender shall promptly provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff; provided further that the failure to give such notice shall not affect the validity of such set off and application. The rights of each Lender and each Issuing Bank its affiliates under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-set off) that such Lender or such Issuing Bank and its affiliates may have.

Right of Set-off. If an Upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) the making of the request or the granting of the consent specified by Section 8.02 of the Credit Agreement to authorize the Administrative Agent to declare the Loans immediately due and payable pursuant to the provisions of said Section 8.02, each Lender Agent and each Issuing Bank Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender Agent or such Issuing Bank Lender, other than deposits held in “Exempt Deposit Accounts” (as such term is defined in the Security Agreement), to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all of the obligations Obligations of Holdings (prior to a Qualified IPO) or the Borrower such Guarantor now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bankthe Secured Documents, irrespective of whether such Agent or not such Lender or such Issuing Bank shall have made any demand under this Agreement Guaranty or such any other Loan Secured Document and although the obligations such Obligations may be unmatured; provided, contingent or unmatured or denominated in a currency different from that in of the event that any Defaulting applicable deposit or indebtedness. Each Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately agrees promptly to notify the Borrowers and the Administrative Agent for further after any such set off and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender Agent and each Issuing Bank Lender under this Section 9.06 11 are in addition to other rights and remedies (including including, without limitation, other rights of set-offsetoff) that such Agent and such Lender or such Issuing Bank may have. This Section 11 is subject to the terms and conditions set forth in Section 10.09 of the Credit Agreement.

Right of Set-off. If an (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred Default, and be continuing(ii) the making of the request or the granting of the consent specified by Section 8.02 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 8.02, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other the Loan Document Documents held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement the Loan Documents or such other Loan Document Notes and although the such obligations may be unmatured; provided, that in Unmatured. Each Lender agrees promptly to notify the event that any Defaulting Lender shall exercise Borrower after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that which such Lender or such Issuing Bank may have. (b) The Borrower agrees that it shall have no right of off-set, deduction or counterclaim in respect of its obligations under the Loan Documents, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower's rights to any independent claim that the Borrower may have against the Administrative Agent, the Fronting Bank or any Lender, but no Lender shall be liable for the conduct of the Administrative Agent, the Fronting Bank or any other Lender, and neither the Administrative Agent nor the Fronting Bank shall be liable for the conduct of the other or any Lender.

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, the Collateral Agent, the Trustee or any Holder may, and be continuing, each Lender and each Issuing Bank is hereby authorized to, at any time and from time to time, without notice to any Guarantor (any such notice being expressly waived by the Guarantors) and to the fullest extent permitted by law, to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender the Collateral Agent, the Trustee or such Issuing Bank any Holder to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Guarantor against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower any Guarantor now or hereafter existing under this Agreement Guaranty or any other Loan Document held by such Lender or such Issuing BankTransaction Document, irrespective of whether or not such Lender the Collateral Agent, Trustee or such Issuing Bank Holder shall have made any demand under this Agreement Guaranty or such any other Loan Transaction Document and although the such obligations may be contingent or unmatured; provided. The Collateral Agent, that in Trustee and such Holder (as the event that any Defaulting Lender shall exercise case may be) agrees to notify the relevant Guarantor promptly after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds party, provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender the Collateral Agent, the Trustee and each Issuing Bank the Holders under this Section 9.06 7 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender which the Collateral Agent, the Trustee and the Holders may have under this Guaranty or such Issuing Bank may haveany other Transaction Document in law or otherwise.

Right of Set-off. If an Upon (a) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(b) the granting of the consent, if any, specified by Section 8.02 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 8.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document Agreement, the Note held by such Lender or such Issuing Bank, and the other Credit Documents, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement Agreement, such Note, or such other Loan Document Credit Documents, and although the such obligations may be unmatured. Each Bank agrees to promptly notify the Borrower after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have; provided, however, that in the event that any Defaulting Lender shall exercise any exercises such right of setoffset-off hereunder, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application distribution in accordance with the provisions of Section 2.22 this Agreement and, pending such payment, shall will be segregated by such Defaulting Lender from form its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, Banks and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have. Section 9.01 [Reserved].

Right of Set-off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each Issuing Bank is hereby authorized by each Grantor at any time and or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to the fullest extent permitted by law, such Grantor (any prior or contemporaneous notice to such Grantor being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general i) balances held by such Lender at any of its offices for the account of such Grantor or specialany of its Subsidiaries (regardless of whether such balances are then due to such Grantor or its Subsidiaries), time or demand, provisional or finaland (ii) other property 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 for the account of Holdings (prior to a Qualified IPO), the Borrower such Grantor or any Subsidiary of its Subsidiaries, against and on account of any of and all the obligations Obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmaturedBorrower; provided, that in the event that any Defaulting each Lender exercising such rights shall exercise any notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have confirmed to such Lender that such exercise will not prejudice the rights of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) any amount received as a result of the Defaulting exercise of such rights shall be shared in accordance with Subsection 3.8 of the Restated Loan Agreement. Any Lender shall provide promptly exercising a right to set off shall, to the Administrative Agent a statement describing in reasonable detail extent the Obligations owing to amount of any such Defaulting Lender as to which it exercised such right set off exceeds its Revolving Loan Percentage of setoff. The rights of each Lender the amount set off, purchase for cash (and each Issuing Bank under this Section 9.06 are in addition to the other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.Lenders shall

Right of Set-off. If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, each Lender and each Issuing Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excluding, however, any payroll accounts maintained by the Borrowers with such Lender or such Fronting Bank (as the case may be) if and to the extent that such Lender or such Fronting Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of such payroll account) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Fronting Bank (as the case may be) to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Borrowers against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or and any other Loan Document Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Fronting Bank (as the case may be) shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, that in . Each Lender and each Fronting Bank agrees promptly to notify the event that any Defaulting Lender shall exercise Borrowers after any such right of setoff, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further and 89 753191220 application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds or such Fronting Bank (as the case may be), provided that the failure to give such notice shall not affect the validity of such set-off and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffapplication. The rights of each Lender and each Issuing Fronting Bank under this Section 9.06 8.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Fronting Bank (as the case may be) may have.

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Outstanding Credits due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank is are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing BankAgreement, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the such obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.14(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each Issuing Bank agree promptly to notify the Borrower after any such set-off and application made by such Lender or such Issuing Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, without prior notice to the fullest Loan Parties, any such notice being expressly waived by the Loan Parties to the extent permitted by applicable law, but only with the prior written consent of the Administrative Agent, to set off and apply any and against all deposits (general or special, time or demand, provisional or final) of the Loan Parties at any time held and or other Indebtedness obligations at any time owing by such Lender (including any obligations of a Lender or such Issuing Bank its Affiliate owing under or in respect of any Hedging Transaction) to or for the credit or the account accounts of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary Loan Parties against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document Obligations held by such Lender or such Issuing Bank, irrespective its Affiliate regardless of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document hereunder and although the obligations such Obligations may be unmatured; provided, 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 2.22 4.8 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 and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Each Lender agrees promptly to notify the Administrative Agent and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of the Loan Parties after any such set-off) off and any application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Loan Parties and any of the Subsidiaries to such Issuing Bank may haveLender.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender and each Issuing Bank of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower or such Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by to such Lender or such the Issuing BankLender, irrespective of whether or not such Lender or such the Issuing Bank Lender shall have made any demand under this Agreement or such any other Loan Document and although such obligations of the obligations Borrower or such Subsidiary may be unmatured; provided, that in contingent or unmatured or are owed to a branch or office of such Lender or the event that any Defaulting Issuing Lender shall exercise any different from the branch or office holding such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending deposit or obligated on 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffindebtedness. The rights of each Lender or the Issuing Lender and each Issuing Bank their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of set-offsetoff) that such Lender or such the Issuing Bank Lender or their respective Affiliates 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.

Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower Borrowers or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower Borrowers now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Right of Set-off. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default shall have occurred and be continuingDefault, each Lender and each Issuing Bank is hereby authorized by each Grantor at any time and or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to such Grantor (any prior or contemporaneous notice to such Grantor being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of such Grantor or any of its Subsidiaries (regardless of whether such balances are then due to such Grantor or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of such Grantor or any of its Subsidiaries, against and on account of any of the Obligations of Borrower; provided, that each Lender exercising such rights shall notify Agent thereof prior to exercise, shall refrain from exercising such right until Agent shall have confirmed to such Lender that such exercise will not prejudice the rights of the Lenders, and any amount received as a result of the exercise of such rights shall be shared in accordance with Subsection 3.8 of the Loan Agreement. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender's pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Revolving Loan Percentages. Each Grantor agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by upon doing so shall deliver such Lender or such Issuing Bank excess to or Agent for the credit or the account benefit of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application Lenders in accordance with the provisions of Section 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 and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.Revolving Loan Percentages..

Right of Set-off. If an Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Bank of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by such Lender or such Issuing Bank Affiliate to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all of the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or hereafter existing under this Agreement or any other Loan Document and the Note held by such Lender or such Issuing BankLender, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document Note and although the such obligations may be unmatured; provided, provided that in the event that any Defaulting Lender shall exercise exercises any such right of setoff, (x) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.19(b) and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Issuing Banks and the Lenders, Lenders and (y) the Defaulting Lender shall will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and each Issuing Bank its Affiliates under this Section 9.06 are in addition to other rights and remedies (including including, without limitation, other rights of set-off) that such Lender or such Issuing Bank and its Affiliates may have.. Avago Credit Agreement