Common use of Right of Setoff Clause in Contracts

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other amounts at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the or such Issuing Bank to or for the credit or the account of Holdings or the Borrower against any of and all Obligations the obligations then due of Holdings or the Borrower now or hereafter existing under this Agreement held by such Lender or the such Issuing Bank, as the case may be, irrespective of whether or not such Lender or the such Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations of Holdings or the Borrower are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender and the each Issuing Bank agree promptly agrees to notify the Borrower and the Administrative Agent and the Borrower promptly after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each The rights of each Lender and the each Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) that such Lender or such Issuing BankBank may have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the Lender, each Issuing Bank shall have the right, and each of their respective Affiliates is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other amounts at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower against any of and all Obligations the obligations then due of the Borrower now or hereafter existing under this Agreement held by such Lender Lender, such Issuing Bank or the Issuing Bank, as the case may beany such Affiliates, irrespective of whether or not such Lender or the Lender, such Issuing Bank or any such Affiliate shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations of the Borrower are owed to a branch or office of such Lender, such Issuing Bank or any such Affiliate different from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender and the each Issuing Bank agree promptly agrees to notify the Borrower and the Administrative Agent and the Borrower promptly after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each Lender and the The rights of each Lender, each Issuing Bank agrees and their respective Affiliates under this Section are in addition to apply all amounts collected from other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank and any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankAffiliate may have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by Law, if an Event of Default is then continuing or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated prior to the Stated Termination Date, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrower or any Guarantor, any such notice being expressly waived by the Borrower each Obligor to the fullest extent permitted by applicable lawLaw, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower or any Guarantor against any and all Obligations held then due and owing by an Obligor under this Agreement or any other Loan Document to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmaturedunder this Agreement or any Loan Document. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and Lender, the Issuing Bank shall have the right, and each of their respective Affiliates is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held or and other obligations (in whatever currency) at any time owing by such Lender and Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower against any of and all Obligations the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations obligations may be unmaturedunmatured or are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each The applicable Lender and the Issuing Bank agree promptly to shall notify the Borrower and the Administrative Agent of such setoff and the Borrower after application, provided that any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each Lender and The rights of each Lender, the Issuing Bank agrees and their respective Affiliates under this Section are in addition to apply all amounts collected from any other rights and remedies (including other rights of setoff) that such set-off to Lender, the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower Issuing Bank and any of its Subsidiaries to such Lender or Issuing Banktheir respective Affiliates may have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, each of its Affiliates is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the fullest extent permitted by applicable law, to set set-off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or Affiliate to or for the credit or the account of the any Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Administrative Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Borrowers and the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beor any Affiliate; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankNOTWITHSTANDING THE FOREGOING, NO LENDER OR AFFILIATE THEREOF SHALL EXERCISE ANY RIGHT OF SET OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

Right of Setoff. In addition If an Event of Default shall have occurred and be continuing or if any Lender shall have been served with a trustee process or similar attachment relating to any rights now or hereafter granted under applicable law and not by way property of limitation of any such rightsa Loan Party, each Lender and the Issuing Bank shall have the right, each of their respective Affiliates is hereby authorized at any time or and from time to time upon time, after obtaining the occurrence and during prior written consent of the continuance of an Event of DefaultAgent or the Required Lenders, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable lawLaw, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other property at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations held by now or hereafter existing under this Agreement or any other Loan Document to such Lender, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or the Issuing Bank, as the case its Affiliates may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmaturedhave. Each Lender and the Issuing Bank agree promptly agrees to notify the Administrative Agent Borrower and the Borrower Agent promptly after any such set-off setoff and any application made by such Lender and the Issuing Bankapplication, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now If an Event of Default under Section 7.01(a), (b), (h) or hereafter granted under applicable law (i) shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the or such Issuing Bank to or for the credit or the account of the a Borrower against any of and all Obligations the obligations of the Borrowers then due and owing under this Agreement held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each The applicable Lender and the applicable Issuing Bank agree promptly to shall notify Holdings and the Administrative Agent of such setoff and the Borrower after application, provided that any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each The rights of each Lender and the each Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) that such Lender or such Issuing BankBank 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 Setoff. In addition to any rights now and remedies of the Lenders provided by Law, if an Event of Default is then continuing or hereafter granted under applicable law and not by way of limitation of any such rightsthe Term Loans have been accelerated prior to the Stated Termination Date, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrower or any Guarantor, any such notice being expressly waived by the Borrower each Obligor to the fullest extent permitted by applicable lawLaw, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower or any Guarantor against any and all Obligations held then due and owing by an Obligor under this Agreement or any other Loan Document to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmaturedunder this Agreement or any Loan Document. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the Issuing Bank shall have the right, each of its Affiliates is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or and other obligations at any time owing by such Lender and the Issuing Bank or Affiliate to or for the credit or the account of the Borrower Borrowers or any Loan Guarantor against any of and all the Secured Obligations held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under the Loan Documents and although such Obligations obligations may be unmatured. Each The applicable Lender shall notify the Borrower Representative and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after of such setoff or application, provided that any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off setoff or application under this Section. The rights of each Lender under this Section are in addition to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) which such Lender or Issuing Bankmay have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the Issuing Bank shall have the right, each of its Affiliates is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or and other obligations at any time owing by such Lender and the Issuing Bank or Affiliate to or for the credit or the account of the any Borrower against any of and all Obligations the obligations of any Borrower now or hereafter existing under this Agreement held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations obligations may be unmatured. Each ; provided that if any Defaulting Lender and the Issuing Bank agree promptly shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to notify the Administrative Agent for further application in accordance with the provisions of this 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, the Issuing Lenders and the Borrower after any Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such set-off Defaulting Lender as to which it exercised such right of set off. The rights of each Lender under this Section are in addition to other rights and any application made by remedies (including other rights of setoff) which such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bankhave.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not remedies of the Lenders provided by way Applicable Law, if an Event of limitation of any such rightsDefault exists or the Revolving Credit Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerLoan Parties, any such notice being expressly waived by the Borrower Loan Parties to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Loan Parties against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any other Loan Documents and although such Obligations may be unmaturedcontingent or unmatured or otherwise fully secured and regardless of the adequacy of the Collateral. Each Lender agrees to promptly notify the Loan Parties and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that however, the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER’S LIEN OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY LOAN PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by Law, if an Event of Default is then continuing or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated prior to the Stated Termination Date, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrower or any Guarantor, any such notice being expressly waived by the Borrower each Obligor to the fullest extent permitted by applicable lawLaw, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower or any Guarantor against any and all Obligations held then due and owing by an Obligor under this Agreement or any other Loan Document to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmaturedunder this Agreement or any Loan Document. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE WITH RESPECT TO THE LOANS AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the fullest extent permitted by applicable law, to set set-off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrowers and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice each Lender and each LC Issuer is hereby authorized, except to the Borrowerextent prohibited by law, at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived by the Borrower to the extent permitted by applicable lawwaived, to set off and to appropriate and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower and any other Indebtedness at any time held or other obligations at any time owing by such Lender or such LC Issuer (including, without limitation, by branches, agencies and the Issuing Bank Affiliates of such Lender or LC Issuer wherever located) to or for the credit or the account of the Borrower against any and all on account of the Obligations held by and liabilities of the Borrower to such Lender or LC Issuer under this Agreement or under any of the Issuing Bank, as the case may beother Loan Documents, irrespective of whether or not such Lender or the Issuing Bank LC Issuer shall have made any demand hereunder and although such Obligations may said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. Each Lender and the Issuing Bank agree LC Issuer agrees to promptly to notify the Administrative Agent and the Borrower after any such set-set off and any application made by such Lender and the Issuing Bankapplication, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such set-set off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition If any Event of Default shall have occurred and be continuing and the Required Lenders shall have directed the Administrative Agent to any rights now or hereafter granted under applicable law declare the Loans immediately due and not by way of limitation of any such rightspayable pursuant to Section 7, each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable lawApplicable Law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Lender and any other obligations indebtedness at any time owing by such Lender and the Issuing Bank to to, or for the credit or the account of, (i) the Borrower, against any of and all the obligations of the Borrower against any now or hereafter existing under this Agreement and all Obligations the Loans to the Borrower held by such Lender Lender, or (ii) any Subsidiary Borrower, against any of and all the Issuing Bank, as obligations of such Subsidiary Borrower now or hereafter existing under this Agreement and the case may beLoans to such Subsidiary Borrower held by such Lender, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or such Loans and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower or such Subsidiary Borrower, as applicable, after any such set-off setoff and any application made by such Lender and the Issuing BankLender, as the case may be; provided, that but the failure to give such notice shall not affect the validity of such set-off setoff and application. Each The rights of each Lender under this Section 2.21 are in addition to other rights and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any remedies (including other Indebtedness or other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) which such Lender or Issuing Bankmay have.

Right of Setoff. In addition to any rights now and remedies of Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Obligations have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Borrowers and Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF BORROWER HELD OR MAINTAINED BY SUCH LENDER IN CONNECTION WITH AN EXERCISE OF RIGHTS OR REMEDIES IN CONNECTION WITH THIS AGREEMENT AFTER AN EVENT OF DEFAULT WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law Law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable lawLaw, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender and each LC Issuer is hereby authorized at any time or from time to time, without prior presentment, demand, protest or other notice of any kind to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrower to the extent permitted by applicable lawwaived, to set off and to appropriate and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower and any other Indebtedness at any time held or other obligations at any time owing by such Lender or such LC Issuer (including, without limitation, by branches, agencies and the Issuing Bank Affiliates of such Lender or LC Issuer wherever located) to or for the credit or the account of the Borrower against any and all on account of the Obligations held by and liabilities of the Borrower to such Lender or LC Issuer under this Agreement or under any of the Issuing Bankother Loan Documents, as the case may beincluding, without limitation, all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not such Lender or the Issuing Bank LC Issuer shall have made any demand hereunder and although such Obligations may said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. Each Lender and the Issuing Bank agree LC Issuer agrees to promptly to notify the Administrative Agent and the Borrower after any such set-set off and any application made by such Lender and the Issuing Bankapplication, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such set-set off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now If an Event of Default under Section 7.01(a), (b), (h) or hereafter granted under applicable law (i) shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the or such Issuing Bank to or for the credit or the account of the Borrower against any of and all Obligations the obligations of the Borrower then due and owing under this Agreement held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each The applicable Lender and the applicable Issuing Bank agree promptly to shall notify Holdings and the Administrative Agent of such setoff and the Borrower after application, provided that any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each The rights of each Lender and the each Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) that such Lender or such Issuing BankBank 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 Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender Bank and the Issuing Swing Line Bank shall have the right, are hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or and other obligations indebtedness at any time owing by such Lender and Bank, the Issuing Swing Line Bank or any branch Subsidiary or Affiliate thereof to or for the credit or the account of the Borrower Borrowers against any of and all the Obligations of the Borrowers now or hereafter existing under this Agreement and the Note held by such Lender or Bank and the Issuing Swing Line Bank, respectively, according to their respective rights as the case may beotherwise provided herein, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or such Note and although such Obligations may be unmatured. Each Lender Bank and the Issuing Swing Line Bank agree promptly to notify the Administrative Agent and the Borrower Borrowers after any such set-off setoff and any application made by such Lender and the Issuing Bankapplication, as the case may be; provided, that but the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender The rights of each Bank and the Issuing Swing Line Bank agrees under this Section 13.5 are in addition to apply all amounts collected from any other rights and remedies (including other rights of setoff) which such set-off to Bank and the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankSwing Line Bank may have under applicable law.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other amounts at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the or such Issuing Bank to or for the credit or the account of the Borrower against any of and all Obligations the obligations then due of the Borrower now or hereafter existing under this Agreement held by such Lender or the such Issuing Bank, as the case may be, irrespective of whether or not such Lender or the such Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations of the Borrower are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender and the each Issuing Bank agree promptly agrees to notify the Borrower and the Administrative Agent and the Borrower promptly after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each The rights of each Lender and the each Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) that such Lender or such Issuing BankBank may have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the Lender, each Issuing Bank shall have the right, and each of their respective Affiliates is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other amounts at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower against any of and all the Obligations then due of the Borrower now or hereafter existing under this Agreement held by such Lender Lender, such Issuing Bank or the Issuing Bank, as the case may beany such Affiliates, irrespective of whether or not such Lender or the Lender, such Issuing Bank or any such Affiliate shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations of the Borrower are owed to a branch or office of such Lender, such Issuing Bank or any such Affiliate different from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender and the each Issuing Bank agree promptly agrees to notify the Borrower and the Administrative Agent and the Borrower promptly after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each Lender and the The rights of each Lender, each Issuing Bank agrees and their respective Affiliates under this Section are in addition to apply all amounts collected from other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank and any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankAffiliate may have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law Each of the Commercial Bank Lenders and not by way each of limitation of any such rights, each Lender and the Issuing Bank shall have the right, their respective Affiliates is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable lawGovernment Rule, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held or and other obligations (in whatever currency) at any time owing by such Commercial Bank Lender and the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations held by of the Borrower now or hereafter existing under this Agreement or any other Financing Document to such Lender or the Issuing Bank, as the case may beCommercial Bank Lender, irrespective of whether or not such Commercial Bank Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or any other Financing Document and although such Obligations obligations of the Borrower may be unmaturedcontingent or unmatured or are owed to a branch or office of such Commercial Bank Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each of the Commercial Bank Lenders and their respective Affiliates under this Section 10.14 are in addition to other rights and remedies (including other rights of setoff) that such Commercial Bank Lender or their respective Affiliates may have. Each Lender and of the Issuing Commercial Bank agree promptly Lenders agrees to notify the Administrative Agent Borrower and the Borrower Commercial Banks Facility Agent promptly after any such set-off setoff and any application made by such Lender and the Issuing Bankapplication; provided that, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Term Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrower or any Guarantor, any such notice being expressly waived by the Borrower each Obligor to the fullest extent permitted by applicable law, to set set-off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower or any Guarantor against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-set off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other amounts at any time held or and other obligations (in whatever currency) at any time then due and owing by such Lender and the or such Issuing Bank Bank, to or for the credit or the account of Holdings or the Borrower against any of and all Obligations the obligations of Holdings or the Borrower then due and owing under this Agreement held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. Each The applicable Lender and the applicable Issuing Bank agree promptly to shall notify the Borrower and the Administrative Agent of such setoff and the Borrower after application, provided that any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section 9.08. Each The rights of each Lender and the each Issuing Bank, under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank agrees to apply all amounts collected may have. Notwithstanding the foregoing, no amount setoff from any such set-off to the Obligations before applying such amounts Guarantor shall be applied to any other Indebtedness or other obligations owed by the Borrower and any Excluded Swap Obligation of its Subsidiaries to such Lender or Issuing BankGuarantor.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender or any of its Affiliates and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank or any of its Affiliates to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon Upon the occurrence and during the continuance of an any Event of Default, each of the Banks is hereby authorized at any time and from time to time, without prior notice to the Borrower, Borrower (any such notice being expressly waived by the Borrower Borrower) and to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Bank(s) and any and all other obligations indebtedness at any time owing by such Lender and the Issuing Bank Bank(s) to or for the credit or the account of the Borrower against any and all of Borrower's Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank Bank(s) shall have made any demand hereunder or under any of the other Transaction Documents and although such Obligations obligations may be contingent or unmatured. Each Lender and of the Issuing Bank agree Banks agrees to promptly to notify the Administrative Agent and the Borrower after any such set-off setoff and any application made by such Lender and the Issuing BankBank(s), as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and The rights of the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts Banks under this Section 11.2 are in addition to any other Indebtedness rights and remedies (including, without limitation, other rights of setoff) which the Banks may have. Nothing contained in this Agreement or any other obligations owed by Transaction Document shall impair the right of any of the Banks to exercise any right of setoff or counterclaim it may have against Borrower and any of its Subsidiaries to apply the amount subject to such Lender exercise to the payment of indebtedness of Borrower unrelated to this Agreement or Issuing Bankthe other Transaction Documents.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower Borrowers at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower Borrowers after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower Borrowers and any of its their respective Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the each Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower Borrowers at any time held or other obligations at any time owing by such Lender and the or Issuing Bank to or for the credit or the account of the any Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the each Issuing Bank agree promptly to notify the Administrative Agent and the Borrower Representative after any such set-off and any application made by such Lender and the or Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries Loan Parties to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now and remedies of Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Obligations have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Borrowers and Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now If an Event of Default under Section 7.01(a), (b), (h) or hereafter granted under applicable law (i) shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the full extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the or such Issuing Bank to or for the credit or the account of the Borrower against any of and all Obligations the obligations of the Borrower then due and owing under this Agreement held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each The applicable Lender and the applicable Issuing Bank agree promptly to shall notify the Borrower and the Administrative Agent of such setoff and the Borrower after application, provided that any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each The rights of each Lender and the each Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) that such Lender or such Issuing BankBank 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 Setoff. In addition to any rights now or hereafter granted under applicable law and not remedies of the Lenders and the Issuing Lenders provided by way of limitation of any such rightslaw, each Lender and the each Issuing Bank 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, without prior notice to the BorrowerBorrower or any Subsidiary Guarantor, any such notice being expressly waived by the Borrower and each Subsidiary Guarantor to the extent permitted by applicable law, upon any obligations of the Borrower or any Subsidiary Guarantor under this Agreement or any other Loan Document becoming due and payable (whether at the stated maturity, by acceleration or otherwise), to set off apply to the payment of such obligations, by setoff or otherwise, any and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower ), 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 or other obligations at any time owing by such Lender and the or such Issuing Bank Lender, any Affiliate thereof or any of their respective branches or agencies to or for the credit or the account of the Borrower against or any and Subsidiary Guarantor; provided that if any Defaulting Lender shall exercise any such right of setoff, all Obligations held amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender or from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, as Lenders and the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmaturedLenders. Each Lender (including any Defaulting Lender) and the each Issuing Bank agree promptly ▇▇▇▇▇▇ agrees to notify the Borrower and the Administrative Agent and the Borrower promptly after any such set-off and any application made by such Lender and the Issuing BankLender, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law Law and not by way of limitation of any such rights, each Lender and the each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable lawLaw, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the such Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the such Issuing Bank, as the case may be, irrespective of whether such Lender or the such Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender of the Lenders and the Issuing Bank agree Banks agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the such Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender of the Lenders and the Issuing Bank Banks agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or such Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law From and not by way after the Spin Out, if an Event of limitation of any such rightsDefault shall have occurred and be continuing, each the Lender and the Issuing Bank shall have the right, its Affiliates (other than any Borrower or any Borrower’s Affiliates) is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or held, and other obligations at any time owing owing, by the Lender or any such Lender and Affiliate of the Issuing Bank Lender, to or for the credit or the account of the any Borrower against any and all Obligations held by such Lender of the obligations of any Borrower now or hereafter existing under any Loan Document to the Issuing Bank, as the case may beLender, irrespective of whether such or not the Lender or the Issuing Bank shall have made any demand hereunder under any Loan Document and although such Obligations obligations of the Borrowers may be unmaturedcontingent or unmatured or are owed to an Affiliate of the Lender different from the Affiliate holding such deposit or obligated on such indebtedness. Each The rights of the Lender and such Affiliates of the Issuing Bank agree promptly Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender and such Affiliates of the Lender may have. The Lender agrees to notify the Administrative Agent and the Parent Borrower promptly after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Administrative Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Borrower and the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon Upon the occurrence and during the continuance of an any Event of Default, each Lender is hereby authorized at any time and from time to time, without prior notice to the Borrower, Borrower (any such notice being expressly waived by the Borrower Borrower) and to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Lender and any and all other obligations indebtedness at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all of the Borrower’s Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or under any of the other Transaction Documents and although such Obligations obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees to promptly to notify the Administrative Agent and the Borrower Borrower, as applicable, after any such set-off setoff and any application made by such Lender and the Issuing BankLender, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and The rights of the Issuing Bank agrees to apply all amounts collected from any such set-off Lenders under this Section 8.02 are in addition to the Obligations before applying such amounts security interest in deposit accounts granted to Agent and in addition to any other Indebtedness rights and remedies (including, without limitation, other rights of setoff) which the Lenders may have. Nothing contained in this Agreement or any other obligations owed by Transaction Document shall impair the right of any Lender to exercise any right of setoff it may have against Borrower and any of its Subsidiaries to apply the amount subject to such Lender exercise to the payment of indebtedness of Borrower unrelated to this Agreement or Issuing Bankthe other Transaction Documents.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the each Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower Borrowers at any time held or other obligations at any time owing by such Lender and the such Issuing Bank to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by such Lender or the such Issuing Bank, as the case may be, irrespective of whether such Lender or the such Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the each Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower Borrowers after any such set-off and any application made by such Lender and the or such Issuing Bank, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the each Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower Borrowers and any of its their Subsidiaries to such Lender or such Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Lender, each Issuing Bank and each of their respective Affiliates shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower against any and all Obligations held by such Lender Lender, such Issuing Bank or the Issuing Bankany such Affiliate, as the case may be, irrespective of whether such Lender or the Lender, such Issuing Bank or any such Affiliate shall have made demand hereunder and although 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 2.27 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing 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 the Lender, each Issuing Bank and each such Affiliate agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Lender, such Issuing BankBank or any such Affiliate, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and is authorized (subject to the Issuing Bank shall have the right, terms of Section 12.12(b)) at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerLoan Parties, any such notice being expressly waived by the Borrower Loan Parties to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Loan Parties against any and all Obligations held by owing to such Lender or the Issuing Bankits Affiliates, as the case may benow or hereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Loan Parties and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF A LOAN PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not remedies of the Lenders and the Issuing Lenders provided by way of limitation of any such rightslaw, each Lender and the each Issuing Bank 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, without prior notice to the BorrowerBorrower or any Subsidiary Guarantor, any such notice being expressly waived by the Borrower and each Subsidiary Guarantor to the extent permitted by applicable law, upon any obligations of the Borrower or any Subsidiary Guarantor under this Agreement or any other Loan Document becoming due and payable (whether at the stated maturity, by acceleration or otherwise), to set off apply to the payment of such obligations, by setoff or otherwise, any and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower ), 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 or other obligations at any time owing by such Lender and the or such Issuing Bank Lender, any Affiliate thereof or any of their respective branches or agencies to or for the credit or the account of the Borrower against or any and Subsidiary Guarantor; provided that if any Defaulting Lender shall exercise any such right of setoff, all Obligations held amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender or from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, as Lenders and the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmaturedLenders. Each Lender (including any Defaulting Lender) and the each Issuing Bank agree promptly Lender agrees to notify the Borrower and the Administrative Agent and the Borrower promptly after any such set-off and any application made by such Lender and the Issuing BankLender, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other amounts at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the or such Issuing Bank to or for the credit or the account of the any Borrower against any of and all Obligations the obligations then due of any Borrower now or hereafter existing under this Agreement held by such Lender or the such Issuing Bank, as the case may be, irrespective of whether or not such Lender or the such Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations of any Borrower are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender and the each Issuing Bank agree promptly agrees to notify the Borrowers and the Administrative Agent and the Borrower promptly after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each The rights of each Lender and the each Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) that such Lender or such Issuing BankBank may have.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to Parent or the Borrower, any such notice being expressly waived by Parent or the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of Parent or the Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF PARENT OR THE BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. 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, each Lender Arranger, each Letter of Credit Issuer and the Issuing each Bank shall have the right, is hereby authorized at any time or from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior presentment, demand, protest or other notice of any kind to the BorrowerBorrower or any of its Subsidiaries or to any other Person, any such notice being hereby expressly waived by the Borrower to the extent permitted by applicable lawwaived, to set off and to appropriate and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower and any other Indebtedness at any time held or other obligations at any time owing by such Lender Arranger, such Letter of Credit Issuer or such Bank (including, without limitation, by branches and the Issuing agencies of such Arranger, such Letter of Credit Issuer and such Bank wherever located) to or for the credit or the account of the Borrower or any of its Subsidiaries against any and all on account of the Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender Arranger, such Letter of Credit Issuer or Issuing Banksuch Bank under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Obligations of the Borrower or any of its Subsidiaries purchased by such Bank pursuant to Section 13.06(b), and all other claims of any nature or description arising out of or connected with this Agreement or any other Credit Document, irrespective of whether or not such Arranger, such Letter of Credit Issuer or such Bank shall have made any demand hereunder and although said Obligations shall be contingent or unmatured.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrowers and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWERS HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Revolving Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerObligated Parties, any such notice being expressly waived by the Borrower Obligated Parties to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Obligated Parties against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Obligated Parties and the Borrower Agent after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that however, the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY OBLIGATED PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower or the Co-Borrower, any such notice being expressly waived by the Borrower and the Co-Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower and the Co-Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower and the Co-Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition If any Event of Default shall have occurred and be continuing and any Lender shall have directed the Administrative Agent to any rights now or hereafter granted under applicable law declare the Loans immediately due and not by way of limitation of any such rightspayable pursuant to Section 7, each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable lawApplicable Law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Lender and any other obligations indebtedness at any time owing by such Lender and the Issuing Bank to to, or for the credit or the account of, the Borrower, against any of and all the obligations of the Borrower against any now or hereafter existing under this Agreement and all Obligations the Loans to the Borrower held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or such Loans and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off setoff and any application made by such Lender and the Issuing BankLender, as the case may be; provided, that but the failure to give such notice shall not affect the validity of such set-off setoff and application. Each The rights of each Lender under this Section 2.23 are in addition to other rights and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any remedies (including other Indebtedness or other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) which such Lender or Issuing Bankmay have.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by Law, if an Event of Default is then continuing or hereafter granted under applicable law and not by way of limitation of any such rightsthe Term Loans have been accelerated prior to the Stated Termination Date, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrower or any Guarantor, any such notice being expressly waived by the Borrower each Obligor to the fullest extent permitted by applicable lawLaw, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower or any Guarantor against any and all Obligations held then due and owing by such Lender an Obligor under this Agreement or any other Loan Document or the Issuing BankUnsecured ProFrac Guarantee to such Lender, as the case may benow or hereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmaturedunder this Agreement or any Loan Document or the Unsecured ProFrac Guarantee. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other amounts at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the or such Issuing Bank to or for the credit or the account of Holdings or the applicable Borrower against any of and all Obligations the obligations then due of Holdings or the applicable Borrower now or hereafter existing under this Agreement held by such Lender or the such Issuing Bank, as the case may be, irrespective of whether or not such Lender or the such Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations of Holdings or the applicable Borrower are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each Lender and the each Issuing Bank agree promptly agrees to notify the applicable Borrower and the Administrative Agent and the Borrower promptly after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each The rights of each Lender and the each Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) that such Lender or such Issuing BankBank may have.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Term Loan has been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrowers and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition If any Event of Default shall have occurred and be continuing and any Lender shall have directed the Administrative Agent to any rights now or hereafter granted under applicable law declare the Loans immediately due and not by way of limitation of any such rightspayable pursuant to Section 7, each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable lawApplicable Law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Lender and any other obligations indebtedness at any time owing by such Lender and the Issuing Bank to to, or for the credit or the account of, (i) the Borrower, against any of and all the obligations of the Borrower against any now or hereafter existing under this Agreement and all Obligations the Loans to the Borrower held by such Lender Lender, or (ii) any Subsidiary Borrower, against any of and all the Issuing Bank, as obligations of such Subsidiary Borrower now or hereafter existing under this Agreement and the case may beLoans to such Subsidiary Borrower held by such Lender, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or such Loans and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower or such Subsidiary Borrower, as applicable, after any such set-off setoff and any application made by such Lender and the Issuing BankLender, as the case may be; provided, that but the failure to give such notice shall not affect the validity of such set-off setoff and application. Each The rights of each Lender under this Section 2.23 are in addition to other rights and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any remedies (including other Indebtedness or other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) which such Lender or Issuing Bankmay have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the Issuing Bank shall have the righteach Affiliate of any Lender, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable lawlawLaw, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower or other amounts at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the Issuing Bank Lender, or by such an Affiliate, to or for the credit or the account of the Borrower against any of and all Obligations the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations of the Borrower are not yet due or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and each Affiliate of any Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations Affiliate may be unmaturedhave. Each Lender and the Issuing Bank agree promptly agrees to notify the Administrative Agent Borrower and the Borrower Agent promptly after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower Borrowers at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower Borrowers after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower Borrowers and any of its their Restricted Subsidiaries to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now and remedies of the US Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each US Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerUS Borrowers, any such notice being expressly waived by the Borrower US Borrowers to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such US Lender and the Issuing Bank or any Affiliate of such US Lender to or for the credit or the account of the either US Borrower against any and all Obligations held owing to such US Lender by such Lender a US Borrower, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Administrative Agent or such US Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each US Lender and the Issuing Bank agree agrees promptly to notify the US Borrowers and the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beUS Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO US LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY US BORROWER HELD OR MAINTAINED BY SUCH US LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE US LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way be continuing, upon the request of limitation of any such rightsthe Required Lenders, each Lender and the Issuing Bank Letter of Credit Issuer shall have the right, and is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or and other obligations indebtedness at any time owing by such Lender and or the Issuing Bank Letter of Credit Issuer to or for the credit or the account of the Borrower Borrowers against any and all Obligations of the Obligations, the Notes held by such Lender or the Issuing Bank, as the case may beany other Loan Document, irrespective of whether or not such Lender or the Issuing Bank Letter of Credit Issuer shall have made any demand hereunder under this Agreement, the Notes or such other Loan Document and although such Obligations obligations may be unmatured. Each Lender and the Issuing Bank agree promptly agrees to notify promptly the Administrative Agent and the Borrower Borrowers after any such set-off setoff and any application made by such Lender and the Issuing BankLender, as the case may be; provided, that but the failure to give such notice shall not affect the validity of such set-off setoff and application. Each The rights of each Lender and the Issuing Bank agrees Letter of Credit Issuer under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including, without limitation, other obligations owed by the Borrower and any rights of its Subsidiaries setoff) which may be available to such Lender or Issuing Bankthe Letter of Credit Issuer.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon Upon the occurrence and during the continuance of an any Event of Default, each of the Lenders is hereby authorized at any time and from time to time, without prior notice to the Borrower, Borrower (any such notice being expressly waived by the Borrower Borrower) and to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by any such Lender and any and all other obligations indebtedness at any time owing by any such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all of the Borrower's Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not any Agent or any such Lender or the Issuing Bank shall have made any demand hereunder or under any of the other Transaction Documents and although such Obligations obligations may be contingent or unmatured. Each Such Lender and the Issuing Bank agree agrees to promptly to notify the Administrative Agent and the Borrower after any such set-off setoff and any application made by such Lender and the Issuing BankLender, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts The rights of Lenders under this Section 10.2 are in addition to any other Indebtedness rights and remedies (including, without limitation, other rights of setoff) which Lenders may have. Nothing contained in this Agreement or any other obligations owed by Transaction Document shall impair the right of each of the Lenders to exercise any right of setoff or counterclaim they may have against the Borrower and any of its Subsidiaries to apply the amount subject to such Lender exercise to the payment of indebtedness of the Borrower unrelated to this Agreement or Issuing Bankthe other Transaction Documents.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing BankLender, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing BankLender, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries other Loan Party to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS. .

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower except to the extent permitted prohibited by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or and other obligations indebtedness at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the any Borrower against any of and all Obligations the obligations of such Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Lender or the Issuing Bank, as the case may beLender, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or such other Loan Document and although such Obligations obligations may be unmatured. Each The rights of each Lender under this Section 9.6 are in addition to other rights and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by remedies (including other rights of setoff) which such Lender and the Issuing Bankmay have. NOTWITHSTANDING THE FOREGOING, as the case may be; providedNO LENDER SHALL EXERCISE, that the failure to give such notice shall not affect the validity of such setOR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY HELD OR MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank ▇▇▇▇▇▇ shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankLender.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrowers and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrower or Parent, any such notice being expressly waived by the Borrower and Parent to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank to or for the credit or the account of the Borrower or Parent against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower or Parent, as appropriate, and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER OR PARENT HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final, but not trust or fiduciary accounts) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and is authorized (subject to the Issuing Bank shall have the right, terms of Section 12.12(b)) at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerLoan Parties, any such notice being expressly waived by the Borrower Loan Parties to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Loan Parties against any and all Obligations held by owing to such Lender or the Issuing Bankits Affiliates, as the case may benow or hereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Loan Parties and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF A LOAN PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon Upon the occurrence and during the continuance of an any Event of Default, each Bank is hereby authorized at any time and from time to time, without prior notice to the Borrower, Borrower (any such notice being expressly waived by the Borrower Borrower) and to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Bank and any and all other obligations Debt at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all of the Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder or under any of the other Loan Documents and although such Obligations obligations may be contingent or unmatured. Each Lender and the Issuing offsetting Bank agree agrees to promptly to notify the Administrative Agent and the Borrower after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender The rights of Banks under this Section 9.8 are in addition to any other rights and remedies (including, without limitation, other rights of setoff) which Banks may have. As among themselves, each of the Banks hereby agrees that in the event any Bank shall at any time receive payments against any Obligations from any source, whether by setoff or otherwise, and the Issuing effect of such payments is to cause such Bank to receive more than its Pro Rata Share of the total principal payments made to all Banks in the aggregate, then such Bank agrees to apply all amounts collected purchase from any the other Bank or Banks participating in the Obligations hereunder a participating interest in such set-off Bank’s loans to the extent necessary to restore each Bank to its Pro Rata Share of the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bankhereunder.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to any Person (and the Borrower, Borrower hereby WAIVES any such notice being expressly waived by the Borrower notice) to the fullest extent permitted by applicable law, to set set-off and apply against any and all deposits (general monies, securities and other property of the Borrower now or in the future in the possession, custody or control of such Lender, or on deposit with or otherwise owed to the Borrower by such Lender--including all such monies, securities and other property held in general, special, time or time, demand, provisional or final) of final accounts or for safekeeping or as collateral or otherwise (but excluding those accounts clearly designated as escrow or trust accounts held by the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against others unaffiliated with Borrower)--against any and all Obligations held by such of the Borrower's obligations to the Administrative Agent or any Lender now or the Issuing Bank, as the case may behereafter existing under this Agreement, irrespective of whether such Lender or the Issuing Bank any demand shall have made demand hereunder and although such Obligations may be unmaturedunder this Agreement. Each Lender and the Issuing Bank agree agrees to use reasonable efforts to promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bankapplication, as the case may be; provided, PROVIDED that the failure to give give--or delay in giving--any such notice shall not affect the validity of such set-off and applicationapplication or impose any liability on such Lender. Each Lender Lender's rights under this Section are in addition to other rights and the Issuing Bank agrees to apply all amounts collected from any such remedies (including other rights of set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to off) which such Lender or Issuing Bankmay have.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the any Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrowers (or ATI on behalf of the Borrowers) and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT AND THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the BorrowerBorrowers, any such notice being expressly waived by the Borrower Borrowers to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower Borrowers at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower Borrowers after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower Borrowers and any of its their Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, Holdings or International any such notice being expressly waived by the Borrower Borrower, Holdings or International to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower Borrower, Holdings and International at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower Borrower, Holdings or International against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower Loan Parties and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, each Lender and each Issuing Bank is hereby authorized at any time or from time to time, without prior presentment, demand, protest or other notice of any kind to the BorrowerBorrower or to any other Person, any such notice being hereby expressly waived by the Borrower to the extent permitted by applicable lawwaived, to set off and to appropriate and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower and any other Indebtedness at any time held or other obligations at any time owing by such Lender and the or such Issuing Bank (including, without limitation, by branches, agencies and Affiliates of such Lender or Issuing Bank wherever located) to or for the credit or the account of the Borrower against any and all on account of the Obligations held by and liabilities of the Borrower to such Lender or Issuing Bank under this Agreement or under any of the Issuing Bankother Loan Documents, as the case may beincluding, without limitation, all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder and although such Obligations may said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. Each Lender and the Issuing Bank agree agrees to promptly to notify the Administrative Agent and the Borrower after any such set-set off and any application made by such Lender and the Issuing Bankapplication, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such set-set off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law Law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable lawLaw, to set off and apply against all ail deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank.

Right of Setoff. In addition to At any rights now or hereafter granted under applicable law time when an Event of Default exists, upon the written consent of the Administrative Agent and not by way of limitation of any such rightseach Issuing Bank, each Lender and the Issuing Bank shall have the right, each of their respective Affiliates is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or and other obligations (in any currency) at any time owing by the Administrative Agent, such Issuing Bank or such Lender or Affiliate (including by branches and agencies of the Administrative Agent, such Issuing Bank or such Lender, wherever located) to or for the credit or the account of the Borrower or any Loan Party against any of and all the Secured Obligations held by the Administrative Agent, such Issuing Bank or such Lender or the Issuing Bank, as the case may beAffiliate, irrespective of whether or not the Administrative Agent, such Issuing Bank or such Lender or the Issuing Bank Affiliate shall have made any demand hereunder under the Loan Documents and although such Obligations obligations may be unmatured. Each contingent or unmatured or are owed to a branch or office of such Lender and the or Issuing Bank agree different than the branch or office holding such deposit or obligation on such Indebtedness. Any applicable Lender, Issuing Bank or Affiliate shall promptly to notify the Borrower and the Administrative Agent and the Borrower after any of such set-off and or application; provided that any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any application under this Section. The rights of its Subsidiaries to such Lender or each Lender, each Issuing Bank, the Administrative Agent and each Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender, such Issuing Bank, the Administrative Agent or such Affiliate may have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon Upon the occurrence and during the continuance of an Event of Default, without prior notice and provided that the Loans shall have become or shall have been declared due and payable pursuant to the Borrowerprovisions of Article VII, each Lender and each Issuing Bank is hereby authorized at any such notice being expressly waived by the Borrower time and from time to time, to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or and other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Parent or the Borrower against any of and all Obligations the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations obligations may be unmatured. Any such deposits and obligations may be combined in such setoff and application, regardless of the currency in which such deposits and obligations are denominated. Each Lender and the each Issuing Bank agree agrees to promptly to notify the Administrative Agent Parent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beapplication; provided, provided that the failure of any Lender or Issuing Bank to give such notice so notify the Parent and the Borrower shall not affect the validity of any such set-off and application. Each The rights of each Lender and the Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) which such Lender or such Issuing BankBank may have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and Lender, the Issuing Bank Bank, or any Affiliate of such Lender or the Issuing Bank, to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries Subsidiary to such Lender or Issuing Bank.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to any Person (and the Borrower, Borrower hereby WAIVES any such notice being expressly waived by the Borrower notice) to the fullest extent permitted by applicable law, to set set-off and apply against any and all deposits (general monies, securities and other property of the Borrower now or in the future in the possession, custody or control of such Lender, or on deposit with or otherwise owed to the Borrower by such Lender—including all such monies, securities and other property held in general, special, time or time, demand, provisional or final) of final accounts or for safekeeping or as collateral or otherwise (but excluding those accounts clearly designated as escrow or trust accounts held by the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against others unaffiliated with Borrower)--against any and all Obligations held by of the Borrower’s obligations to the Administrative Agent, such Issuing Bank or any Lender now or the Issuing Bank, as the case may behereafter existing under this Agreement, irrespective of whether such Lender or the Issuing Bank any demand shall have made demand hereunder and although such Obligations may be unmaturedunder this Agreement. Each Lender and the Issuing Bank agree agrees to use reasonable efforts to promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bankapplication, as the case may be; provided, provided that the failure to give give—or delay in giving—any such notice shall not affect the validity of such set-off and applicationapplication or impose any liability on such Lender. Each Lender Lender’s rights under this Section are in addition to other rights and the Issuing Bank agrees to apply all amounts collected from any such remedies (including other rights of set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to off) which such Lender or Issuing Bankmay have.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by owing to such Lender by the Borrower, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Borrower and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing BankLender; PROVIDED, as the case may be; providedHOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF BORROWER OR ANY OTHER CREDIT PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition If any Event of Default shall have occurred and be continuing and any Lender shall have requested the Administrative Agent to any rights now or hereafter granted under applicable law declare the Loans immediately due and not by way of limitation of any such rightspayable pursuant to Article 7, each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable lawApplicable Law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Lender and any other obligations indebtedness at any time owing by such Lender and the Issuing Bank to to, or for the credit or the account of, the Borrower or any Subsidiary Borrower (limited, in the case of any Subsidiary Borrower, to the extent of the Obligations owed by such Subsidiary Borrower under this Agreement), against any of and all the Obligations held by such Lender now or hereafter existing under this Agreement and the Issuing Bank, as the case may beLoans, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or such Loans and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off setoff and any application made by such Lender and the Issuing BankLender, as the case may be; provided, that but the failure to give such notice shall not affect the validity of such set-off setoff and application. Each The rights of each Lender under this Section 2.20 are in addition to other rights and the Issuing Bank agrees to apply all amounts collected from any remedies (including other rights of setoff) which such set-off Lender may have and are subject to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any provisions of its Subsidiaries to such Lender or Issuing BankSection 8.2.

Right of Setoff. In addition If any Event of Default shall have occurred and be continuing and any Lender shall have directed the Administrative Agent to any rights now or hereafter granted under applicable law declare the Loans immediately due and not by way of limitation of any such rightspayable pursuant to Section 7, each Lender and the Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable lawApplicable Law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Lender and any other obligations indebtedness at any time owing by such Lender and the Issuing Bank to to, or for the credit or the account of, (i) the Borrower, against any of and all the obligations of the Borrower against any now or hereafter existing under this Agreement and all Obligations the Loans to the Borrower held by such Lender Lender, or (ii) any Subsidiary Borrower, against any of and all the Issuing Bank, as obligations of such Subsidiary Borrower now or hereafter existing under this Agreement and the case may beLoans to such Subsidiary Borrower held by such Lender, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement or such Loans and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower or such Subsidiary Borrower, as applicable, after any such set-off setoff and any application made by such Lender and the Issuing BankLender, as the case may be; provided, that but the failure to give such notice shall not affect the validity of such set-off setoff and application. Each The rights of each Lender under this Section 2.20 are in addition to other rights and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any remedies (including other Indebtedness or other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) which such Lender or Issuing Bankmay have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon Upon the occurrence and during the continuance of an any Event of Default, each Bank is hereby authorized at any time and from time to time, without prior notice to the Borrower, Borrower (any such notice being expressly waived by the Borrower Borrower) and to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by such Bank and any and all other obligations indebtedness at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all of Borrower's Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder or under any of the other transaction documents and although such Obligations obligations may be contingent or unmatured. Each Lender and the Issuing offsetting Bank agree agrees to promptly to notify the Administrative Agent and the Borrower after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender The rights of Banks under this Section 9.8 are in addition to any other rights and remedies (including, without limitation, other rights of setoff) which Banks may have. As among themselves, each of the Banks hereby agrees that in the event any Bank shall at any time receive payments against Borrower's Obligations from any source, whether by setoff or otherwise, and the Issuing effect of such payments is to cause such Bank to receive more than its Pro Rata Share of the total principal payments made to all Banks in the aggregate, then such Bank agrees to apply all amounts collected purchase from any the other Bank or Banks participating in Borrower's Obligations hereunder a participating interest in such set-off Bank's loans to the extent necessary to restore each Bank to its Pro Rata Share of Borrower's Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bankhereunder.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank. For the avoidance of doubt this provision does not grant any set-off right to any Person other than the Issuing Bank and the Lenders in their capacity as such.

Right of Setoff. In addition to any rights now If an Event of Default under Section 7.01(a), (b), (h) or hereafter granted under applicable law (i)Section 7.01(a), (b), (h) or (i) shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and the each Issuing Bank shall have the right, is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the full extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held or and other obligations (in whatever currency) at any time owing by such Lender and the or such Issuing Bank to or for the credit or the account of the Borrower against any of and all Obligations the obligations of the Borrower then due and owing under this Agreement held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations may be unmaturedobligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each The applicable Lender and the applicable Issuing Bank agree promptly to shall notify the Borrower and the Administrative Agent of such setoff and the Borrower after application, provided that any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each The rights of each Lender and the each Issuing Bank agrees under this Section are in addition to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or rights and remedies (including other obligations owed by the Borrower and any rights of its Subsidiaries to setoff) that such Lender or such Issuing BankBank 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 Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the any Borrower, any such notice being expressly waived by the Borrower Borrowers to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the any Borrower against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Funds Administrator and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER OR SUBSIDIARY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now and remedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrowerany Borrower or any Guarantor, any such notice being expressly waived by the Borrower each Obligor to the fullest extent permitted by applicable law, to set set-off and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the any Borrower or any Guarantor against any and all Obligations held by owing to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Borrowers’ Agent and the Borrower Agent after any such set-off and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such setNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankOFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon Upon the occurrence and during the continuance of an any Event of DefaultDefault any Lender, the Agent and the Letter of Credit Issuer may, and is hereby authorized to, at any time from time to time, without prior notice to the Borrower, Borrowers (any such notice being expressly waived by the Borrower Borrowers) and to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional provision or final) of the Borrower at any time held or and other obligations Indebtedness at any time owing by such Lender and Lender, the Issuing Bank Agent or the Letter of Credit Issuer to or for the credit or the account of the Borrower Borrowers against any and all Obligations held by such Lender of the Borrowers now or hereafter existing under the Issuing Bank, as the case may beLoan Documents, irrespective of whether such Lender or not any Lender, the Issuing Bank Agent and the Letter of Credit Issuer shall have made any demand hereunder or thereunder and although such Obligations may be contingent or unmatured. Each Lender Lender, the Agent and the Issuing Bank Letter of Credit Issuer agree promptly to notify the Administrative Agent and the Borrower Borrowers after any such set-off setoff and any application made by such Lender and Lender, the Issuing BankAgent or the Letter of Credit Issuer; PROVIDED, as the case may be; providedHOWEVER, that the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender The rights of each Lender, the Agent and the Issuing Bank agrees to apply all amounts collected from any such set-off Letter of Credit Issuer under this Section 10.16 are in addition to the Obligations before applying other rights and remedies (including, without limitation, other rights of setoff under applicable law or otherwise) which such amounts to any other Indebtedness Lender, the Agent or other obligations owed by the Borrower and any Letter of its Subsidiaries to such Lender or Issuing BankCredit Issuer may have.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law If an Event of Default shall have occurred and not by way of limitation of any such rightsbe continuing, each Lender and Lender, the Issuing Bank shall have the right, and each of their respective Affiliates is hereby authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law, to set off and apply against any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Borrower at any time held or and other obligations (in whatever currency) at any time owing by such Lender and Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower against any of and all Obligations the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or the Issuing Bank, as the case may be, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand hereunder under this Agreement and although such Obligations obligations may be unmaturedunmatured or are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holding such deposit or obligated on such Indebtedness. Each The applicable Lender and the Issuing Bank agree promptly to shall notify the Borrower and the Administrative Agent of such setoff and the Borrower after application; provided that any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give or any delay in giving such notice shall not affect the validity of any such set-off setoff and applicationapplication under this Section. Each Lender and The rights of each Lender, the Issuing Bank agrees and their respective Affiliates under this Section are in addition to apply all amounts collected from any other rights and remedies (including other rights of setoff) that such set-off to Lender, the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower Issuing Bank and any of its Subsidiaries to such Lender or Issuing Banktheir respective Affiliates may have.

Right of Setoff. In addition to any rights now an▇ ▇▇▇▇▇▇ ▇▇▇ ▇emedies of the Lenders provided by law, if an Event of Default exists or hereafter granted under applicable law and not by way of limitation of any such rightsthe Loans have been accelerated, each Lender and the Issuing Bank shall have the right, is authorized at any time or and from time to time upon the occurrence and during the continuance of an Event of Defaulttime, without prior notice to the BorrowerCredit Parties, any such notice being expressly waived by the Borrower Credit Parties to the fullest extent permitted by applicable law, to set off setoff and apply against any and all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or by, and other obligations indebtedness at any time owing by by, such Lender and the Issuing Bank or any Affiliate of such Lender to or for the credit or the account of the Borrower Credit Parties against any and all the Total Obligations held by to such Lender Lender, now or the Issuing Bank, as the case may behereafter existing, irrespective of whether or not the Agent or such Lender or the Issuing Bank shall have made demand hereunder under this Agreement or any other Credit Document and although such Total Obligations owing by the Credit Parties may be contingent or unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent Credit Parties and the Borrower Agent after any such set-off setoff and any application made by such Lender and the Issuing Bank, as the case may beLender; provided, that however, the failure to give such notice shall not affect the validity of such set-off setoff and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing BankNOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY CREDIT PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and or the Issuing Bank, as the case may be; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank.