Set Off Rights. Borrower consents to Lender’s right of set off under Florida law.

Set Off Rights. Borrower consents to Lender’s right of set off under Florida law.

Set Off Rights. Borrower consents to Lender’s right of set off under Florida law.

Set Off Rights. Borrower consents to Lender’s right of set off under Florida law.

Set-Off. Each Guarantor hereby irrevocably authorizes the Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 owing by the Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Lender hereunder and claims of every nature and description of the Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Lender may elect, whether or not the Lender have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Lender shall notify such Guarantor promptly of any such set-off and the application made by the Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates are 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, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower then owing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-Off. J.Crew shall be entitled to set-off the Service Fees payable to Madewell pursuant to each Invoice against the amount payable to J.Crew pursuant [[Organization B:Organization]] invoice described in Section 4.2(c) for the same time period.

Set-off. In the event the Buyer delivers a Claims Notice pursuant to Section ‎11.2 hereof, the Buyer shall be entitled to set-off and retain against any amounts owing by Buyer to Sellers under this Agreement or any Ancillary Agreement (including the Earn-Out Agreement), the amount of Losses set forth in such Claims Notice pending final resolution of the Liability Claim set forth in such Claims Notice, at which time the Buyer shall be entitled to retain the amount of Losses finally determined with respect to such Liability Claim (subject to the limitations set forth in Section ‎11.3(b)) and pay the balance of any amounts retained by the Buyer to the Sellers. Additionally, in the event the parties agree upon a Downward Adjustment Amount pursuant to Section ‎2.3(g)(i), the Buyer shall be entitled to set-off and retain an amount equal to the Downward Adjustment Amount against any amounts owing by Buyer under this Agreement or any Ancillary Agreement (including the Earn-Out Agreement).

Set-Off. The Sellers and the Seller Representative acknowledge and agree that the Earn-Out Payments payable pursuant to this Agreement are subject to set-off pursuant to Section 9.4 of the Purchase Agreement. Accordingly, in the event Buyer delivers a Claims Notice (as defined in the Purchase Agreement), the Buyer shall be entitled to set-off and retain any Earn-Out Payment, the amount of Losses (as defined in the Purchase Agreement) set forth in such Claims Notice pending final resolution of the Liability Claim (as defined in the Purchase Agreement) set forth in such Claims Notice, at which time the Buyer shall be entitled to retain the amount of Losses finally determined with respect to such Liability Claim and pay the balance of any amounts retained by the Buyer to the Sellers pursuant to this Agreement. Additionally, in the event the Buyer and the Seller Representative agree upon a Downward Adjustment Amount (as defined in the Purchase Agreement) pursuant to Section 2.3(f)(i) of the Purchase Agreement, the Buyer shall be entitled to set-off and retain an amount equal to the Downward Adjustment Amount against any Earn-Out Payment.

Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates are hereby authorized at any time and from 4823-2057-1839.3