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Setoff. If and to the extent an Event of Default under Section 8.01(a) of the Credit Agreement has occurred and is continuing, the Administrative Agent or any Lender may setoff and charge from time to time any amount so due against any or all of the ’s accounts or deposits with the Administrative Agent or any Lender.

Setoff. IfIn addition to any rights and toremedies of the extent an provided by law, upon the occurrence and during the continuance of any Event of Default under Section 8.01(a)and the making of the Credit Agreement has occurredrequest or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02, each and each of their respective Affiliates is continuing,authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such shall have made demand under this Agreement or any Lenderother Loan Document and although such Obligations may setoff and chargebe contingent or unmatured or denominated in a currency different from time to time any amount so due against any or allthat of the applicable deposit or Indebtedness. Each [[Guarantor:Lenders:Organization]]’s accounts or deposits with agrees promptly to notify the Borrowers and the Administrative Agent orafter any Lender.such set-off and application made by such ; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such and their respective Affiliates may have.

Setoff.Section #2Setoff. If and to the extent an Event of Default exists, Administrative Agent and each Lender shall have the right to set off against the Obligations under Section 8.01(a) of the Credit Agreement has occurredLoan Documents, at any time and is continuing, thewithout notice to Borrower, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time credited by or owing from Administrative Agent or such Lender to Borrower whether or not the Obligations under the Loan Documents are then due; provided that in the event that any Defaulting Lender may setoff and charge from timeshall exercise any such right of setoff: # all amounts so set off shall be paid over immediately to time any amount so due against any or all of the ’s accounts or depositsAdministrative Agent for further application in accordance with the provisions of Section 12.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Secured Parties; and # such Defaulting Lender shall provide promptly to Administrative Agent or any Lender.a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. Each amount set off shall be paid to Administrative Agent for application to the Obligations under the Loan Documents in the order set forth in Section 10.3. As further security for the Obligations,

Setoff. IfIn addition to any rights and toremedies of provided by law, upon the extent anoccurrence and during the continuance of any Event of Default under Section 8.01(a)and the making of the Credit Agreement has occurredrequest or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02, each Lender and each of their respective Affiliates is continuing,authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any Lenderother Loan Document and although such Obligations may setoff and chargebe contingent or unmatured or denominated in a currency different from time to time any amount so due against any or allthat of the ’s accountsapplicable deposit or deposits withIndebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent orafter any Lender.such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.

Setoff.Section #2Setoff. If and to the extent an Event of Default exists, Administrative Agent and each Lender shall have the right to set off against the Obligations under Section 8.01(a) of the Credit Agreement has occurredLoan Documents, at any time and is continuing, thewithout notice to Borrower, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time credited by or owing from Administrative Agent or such Lender to Borrower whether or not the Obligations under the Loan Documents are then due; provided that in the event that any Defaulting Lender may setoff and charge from timeshall exercise any such right of setoff: # all amounts so set off shall be paid over immediately to time any amount so due against any or all of the ’s accounts or depositsAdministrative Agent for further application in accordance with the provisions of Section 12.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Secured Parties; and # such Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. Each amount set off shall be paid to Administrative Agent for application to the Obligations under the Loan Documents in the order set forth in Section 10.3. As further security for the Obligations, Borrower hereby grants to Secured Parties a security interest in all money, instruments, and other Property of Borrower now or hereafter held by Administrative Agent or such Lender, including, without limitation, Property held in safekeeping. In addition to Administrative Agent’s and each Lender’s right of setoff and as further security for the Obligations, Borrower hereby grants to Secured Parties a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of Borrower now or hereafter on deposit with or held by Administrative Agent or such Lender and all other sums at any Lender.time credited by or owing from Administrative Agent or such Lender to Borrower. The rights and remedies of Administrative Agent and each Lender hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Administrative Agent or such Lender may have.

Section # Setoff. IfIn addition to any rights and remedies of the provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent an Event of Default under Section 8.01(a)permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the Creditrespective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement has occurredor any other Loan Document and is continuing,although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent or anyfor further application in accordance with the provisions of ‎Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender may setofffrom its other funds and charge from time to time any amount so due against any or alldeemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the [[Guarantor:Lenders:Organization]]’s accounts or deposits with, and # the Defaulting Lender shall provide promptly to the Administrative Agent ora statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any Lender.such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this ‎[Section 10.09] are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

SECTION # Setoff. IfIn addition to any rights and remedies of the provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party) to the fullest extent an Event of Default under Section 8.01(a)permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the Creditrespective Loan Parties against any and all Loan Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Lender shall have made demand under this Agreement has occurredor any other Loan Document and is continuing,although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent or anyfor further application in accordance with the provisions of [Section 2.15] and, pending such payment, shall be segregated by such Defaulting Lender may setofffrom its other funds and charge from time to time any amount so due against any or alldeemed held in trust for the benefit of the ’s accounts or deposits with the Administrative Agent orand the and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any Lender.such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this [Section 9.09] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff.Set-off. If and to the extent an Event of Default under Section 8.01(a)shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the CreditBorrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement has occurredor any other Loan Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and is continuing,although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent or anyfor further application in accordance with the provisions of Section 2.11 and, pending such payment, shall be segregated by such Defaulting Lender may setofffrom its other funds and charge from time to time any amount so due against any or alldeemed held in trust for the benefit of the ’s accounts or deposits with the Administrative Agent and the [[Organization A:Organization]], and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any Lender.such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION # Right of Setoff. If and to the extent an Event of Default shall have occurred and be continuing, each Guaranteed Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other obligations at any time owing by such Guaranteed Party or such Affiliate to or for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor now or hereafter existing under Section 8.01(a)this Agreement held by such Guaranteed Party irrespective of whether or not such Guaranteed Party shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting [[Organization C:Organization]] shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of [Section 2.17] of the Credit Agreement has occurredand, pending such payment, shall be segregated by such Defaulting [[Organization C:Organization]] from its other funds and is continuing,deemed held in trust for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and # the Defaulting [[Organization C:Organization]] shall provide promptly to the Administrative Agent or any Lendera statement describing in reasonable detail the obligations owing to such Defaulting [[Organization C:Organization]] as to which it exercised such right of setoff. The rights of each Guaranteed Party under this [Section 18] are in addition to other rights and remedies (including other rights of setoff) which such Guaranteed Party may setoffhave. Each Guaranteed Party agrees to notify such Guarantor and charge from time to time any amount so due against any or all of the ’s accounts or deposits with the Administrative Agent orpromptly after any Lender.such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section # Setoff. If and to the extent an Event of Default under Section 8.01(a)shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the CreditBorrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement has occurredor any other Loan Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and is continuing,although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent or anyfor further application in accordance with the provisions of Section 2.10 and, pending such payment, shall be segregated by such Defaulting Lender may setofffrom its other funds and charge from time to time any amount so due against any or alldeemed held in trust for the benefit of the ’s accounts or deposits with the Administrative Agent and the Lenders, and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent after any Lender.such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

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