Common use of Setoff Clause in Contracts

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject In addition to, and without limitation of, any rights of the Lenders under Applicable Law, from and after the date that the Obligations have been accelerated pursuant to Section 3.3 8.1.1 (and in addition to any rights now or hereafter granted under Applicable Law and for so long as such acceleration has not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized been rescinded by the BorrowerRequired Lenders), at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositincluding all account balances, whether matured provisional or unmaturedfinal and whether or not collected or available) and any other indebtedness Indebtedness at any time held or owing by the Agent, such any Lender or Participant or any affiliate Affiliate of the Agent or such any Lender or Participant, to or for the credit or the account of the Borrower against may be offset and on account of any applied toward the payment of the ObligationsObligations owing to such Lender; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, irrespective (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of whether or not any or all Section 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Loans and all other Obligations have been declared to beAgent, or have otherwise become, due and payable as permitted by Section 10.2the LC Issuers, and although such obligations the Lenders, and (y) the Defaulting Lender shall be contingent or unmatured. Promptly following any such set-off provide promptly to the Agent shall 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 LC Issuer agrees to notify the Borrower thereof and of the application of Agent promptly after any such set-off, setoff and application; provided that the failure to give such notice shall not invalidate affect the validity of such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffsetoff and application.

Setoff. Subject to Section 3.3 In addition to, and in addition to without limitation of, any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionLenders under applicable law, to set off if any Default occurs and to appropriate and to apply is continuing, any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositincluding all account balances, whether matured provisional or unmaturedfinal and whether or not collected or available) and any other indebtedness Indebtedness at any time held or owing by the Agent, such any Lender or Participant or any affiliate of the Agent or such Lender or Participant, its Affiliates to or for the credit or the account of the Borrower against may be offset and on account applied toward the payment of the Obligations owing to such Lender at any of time prior to the date that such Default has been fully cured, whether or not the Obligations, irrespective or any part hereof, shall then be due. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of whether or not any or setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Loans Administrative Agent, the Issuing Bank and all other the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations have been declared owing to be, or have otherwise become, due and payable such Defaulting Lender as permitted by Section 10.2, and although to which it exercised such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights right of setoff.

Setoff. Subject to Section 3.3 In addition to, and in addition to without limitation of, any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionLenders or any Issuing Lender under applicable law, to set off and to appropriate and to apply if any Default occurs, any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositincluding all account balances, whether matured provisional or unmaturedfinal and whether or not collected or available) and any other indebtedness Indebtedness at any time held or owing by the Agent, such any Lender or Participant any Issuing Lender or any affiliate Affiliate of the Agent or such any Lender or Participant, Issuing Lender to or for the credit or the account of the Borrower against may be offset and on account of any applied toward the payment of the Obligations, irrespective of whether or not any or all Obligations of the Loans Borrower then owing to such Lender or Issuing Lender to the extent the Obligations shall then be due; 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 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and all other Obligations have been declared to be, or have otherwise become, due deemed held in trust for the benefit of the Administrative Agent and payable as permitted by Section 10.2the Lenders, and although (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such obligations shall be contingent or unmatured. Promptly following any Defaulting Lender as to which it exercised such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights right of setoff.

Setoff. Subject to Section 3.3 In addition to, and in addition to without limitation of, any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionLenders under applicable law, to set off if any Default occurs and to appropriate and to apply is continuing, any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositincluding all account balances, whether matured provisional or unmaturedfinal and whether or not collected or available) and any other indebtedness Indebtedness at any time held or owing by the Agent, such any Lender or Participant or any affiliate of the Agent or such Lender or Participant, its Affiliates to or for the credit or the account of the Borrower against may be offset and on account applied toward the payment of the Obligations owing to such Lender at any of time prior to the date that such Default has been fully cured, whether or not the Obligations, irrespective or any part hereof, shall then be due. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of whether or not any or setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Loans Administrative Agent and all other the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations have been declared owing to be, or have otherwise become, due and payable such Defaulting Lender as permitted by Section 10.2, and although to which it exercised such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights right of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the Agent and occurrence of any Event of Default, each Lender and Participant is its respective Affiliates are hereby authorized by the Borrower, each Loan Party at any time or from time to time during time, subject to the continuance consent of an Event of Defaulteach Agent (such consent not to be unreasonably withheld or delayed), without prior notice to the Borrower any Loan Party or to any other PersonPerson (other than each Agent), any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, and its respective Affiliates to or for the credit or the account of the Borrower any Loan Party (in whatever currency) against and on account of the obligations and liabilities of any of the ObligationsLoan Party to such Lender and its respective Affiliates hereunder, or with any other Loan Document, irrespective of whether or not (a) such Lender and its respective Affiliates shall have made any demand hereunder, (b) the principal of, or all of the interest on, the Loans and all or any other Obligations amounts due hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by Section 10.2, pursuant to Article II and although such obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any , or (c) such set-off the Agent shall notify the Borrower thereof and of the application obligation or liability is owed to a branch or office of such set-off, provided that Lender different from the failure to give branch or office holding such notice shall not invalidate deposit or obligation or such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffIndebtedness.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable applicable Law and not by way of limitation of any such rights, the Administrative Agent and each Lender and Participant Purchaser is hereby authorized by the Borrower, each Seller at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower any Seller or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Administrative Agent or such Lender or Participant, Purchaser to or for the credit or the account of the Borrower any Seller against and on account of the obligations and liabilities of such Seller to the Administrative Agent or such Purchaser hereunder and under the other Purchase Documents, including all claims of any nature or description arising out of the Obligationsor connected hereto or with any other Purchase Document, irrespective of whether or not (a) the Administrative Agent or such Purchaser shall have made any demand hereunder or all of the Loans and all other Obligations (b) any amounts payable hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by Section 10.2, pursuant hereto and although such obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, ; provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Administrative Agent or any Lender such Purchaser may only exercise its right of setoff in this Section 14.3 if a Facility Suspension Event has occurred and is continuing with respect to rights of setoffsuch Seller.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Administrative Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and or Participant subject to receipt of the prior written consent of the Administrative Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or any affiliate Affiliate of the Administrative Agent or such Lender or ParticipantLender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-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 3.11. and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of Administrative Agent and the Lenders and (y) such set-off, provided that Defaulting Lender shall provide promptly to the failure Administrative Agent a statement describing in reasonable detail the Obligations owing to give such notice shall not invalidate Defaulting Lender as to which it exercised such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights right of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation of any such rightsLaw, upon the Agent occurrence and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an any Default or Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of after obtaining the prior written consent of the Agent exercised in Administrative Agent, each Lender and its sole discretionAffiliates are authorized at any time and from time to time, without prior notice to Holdings or any Subsidiary, any such notice being waived by Holdings (on its own behalf and on behalf of each Subsidiary) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by the Agentby, such Lender or Participant or any affiliate such Affiliate of the Agent or such a Lender or Participant, to or for the credit or the account of Holdings and the Borrower respective Subsidiaries against any and on account of all Obligations owing to such Lender hereunder or under any of the Obligationsother Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, Loan Document and although such obligations shall Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Promptly following any such set-off the Agent shall Each Lender agrees promptly to notify the Borrower thereof and of the Administrative Agent after any such set off and application of made by such set-off, Lender or its Affiliates; provided that the failure to give such notice shall not invalidate affect the validity of such set-offsetoff and application. The foregoing shall not apply rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Setoff. Subject to Section 3.3 and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, the Agent and each Lender and Participant any Affiliate of any Lender is hereby authorized by the Borrower, Borrower at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, its Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender or any of the Obligationsits Affiliates, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article XI and although even though such obligations shall Obligations may be contingent or unmatured. Promptly following Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any such set-off the Agent shall notify accounts of the Borrower thereof and of the application of now or hereafter maintained with such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent Lender or any Lender with respect to rights of setoffAffiliate.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Participant Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in addition to In the event that any rights obligation of the Guarantor now or hereafter granted existing under Applicable Law this Agreement or any other Loan Document shall have become due and not by way payable, after an Event of limitation of any such rightsDefault under the Loan Documents has occurred, the Agent and each Lender and Participant is hereby authorized by shall have the Borrower, at any time or right from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionGuarantor, to set off against and apply to appropriate such due and payable amount any obligation of any nature of each Lender to apply any and the Guarantor, including all deposits (whether time or demand, general or special, includingprovisionally or finally credited, but not limited tohowever evidenced) now or hereafter maintained by the Guarantor with the Lender. Such right shall be absolute and unconditional in all circumstances and, indebtedness evidenced by certificates of depositwithout limitation, shall exist whether such obligation to the Guarantor is absolute or contingent, matured or unmatured) unmatured (it being agreed that each Lender may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in the same or different currencies, and regardless of the existence or adequacy of any other indebtedness direct or indirect security or any other right or remedy available to such Lender. Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker's lien available to any Lender under this Section 5.8, at any time held law or owing by the Agent, such Lender or Participant or otherwise. The Guarantor hereby agrees that any affiliate of the Agent or such Lender or Participantany Lender, to or for the credit or the account and any holder of a participation in any Guaranteed Obligations of the Borrower against and on account Guarantor under this Agreement, shall have the same rights of any setoff as each Lender as provided in this Section 5.8 (regardless of whether such affiliate or participant otherwise would be deemed a creditor of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffGuarantor).

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender and or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or Lender, any affiliate such Affiliate of the Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following If any Defaulting Lender shall exercise any such set-right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.11 and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-offAgent and the Lenders, provided that and (y) the failure Defaulting Lender shall provide promptly to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any a statement describing in reasonable detail the obligations owing to such Defaulting Lender with respect as to rights which it exercised such right of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or Lender, any affiliate Affiliate of the Administrative Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Participant Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Agent, each Lender and each Participant is hereby authorized by the each Borrower, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the any Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and or Participant subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate Affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the any Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-right of setoff, all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.11. and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-off, provided that Agent and the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLenders.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and or Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever Currency) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 If an Event of Default shall have occurred and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rightsbe continuing, the Agent Lender and each Lender and Participant of its Affiliates is hereby authorized by the Borrower, at any time or and from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionfullest extent permitted by Applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, Affiliate to or for the credit or the account of the Borrower against any and on account of any all of the Obligationsobligations of the Borrower now or hereafter existing under this Agreement or any Collateral Document to Lender or such Affiliate, irrespective of whether or not Lender or such Affiliate shall have made any demand under this Agreement or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, any Collateral Document and although such obligations shall of the Borrower may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of Lender different from the branch or office holding such deposit or obligated on such indebtedness. Promptly following any such set-off the Agent shall The rights of Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that Lender or its Affiliates may have. Lender agrees to notify the Borrower thereof promptly after any such setoff and of the application of such set-offapplication, provided that the failure to give such notice shall not invalidate affect the validity of such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffsetoff and application.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or Lender, any affiliate Affiliate of the Administrative Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations Obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-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 3.9 and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-off, provided that Administrative Agent and the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLenders.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or Lender, any affiliate Affiliate of the Administrative Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-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 3.9. and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-off, provided that Administrative Agent and the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLenders.

Setoff. Subject to Section 3.3 and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, and with the Agent prior written consent of the Requisite Lenders, each Lender, each Issuing Bank and each any Affiliate of any Lender and Participant or Issuing Bank is hereby authorized by the Borrower, Company at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or or, to the extent permitted by law, special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agentsuch Lender, such Lender or Participant Issuing Bank or any affiliate of the Agent or such Lender or Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of such Borrower to such Lender, Issuing Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or description arising out of or in connection herewith, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article XI and although even though such obligations shall Obligations may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Administrative Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and or a Participant subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or any affiliate Affiliate of the Administrative Agent or such Lender or ParticipantLender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrowers hereby authorize the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower Borrowers or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Participant Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower Borrowers against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2, and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and or Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2., and although such obligations shall be contingent or unmatured. Promptly following ; provided that in the event that any Defaulting Lender shall exercise any such set-right of setoff, (a) all 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 notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of Administrative Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such set-off, provided that the failure Defaulting Lender as to give which it exercised such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights right of setoff.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender and or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or Lender, any affiliate such Affiliate of the Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following If any Defaulting Lender shall exercise any such set-right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.11 and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-offAgent, provided that the failure Issuing Bank, the Swingline Bank and the Lenders, and (y) the Defaulting Lender shall provide promptly to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any a statement describing in reasonable detail the obligations owing to such Defaulting Lender with respect as to rights which it exercised such right of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the Agent and occurrence of any Event of Default, each Lender and Participant each subsequent holder of any Pool One Note or Pool Two Note is hereby authorized by the Borrower, Borrowers at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower Borrowers or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) relating or attributable to or associated with a Hotel and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, that subsequent holder to or for the credit or the account of the either Borrower whether or not matured, against and on account of any the obligations and liabilities of the ObligationsBorrowers to that Lender or that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature of description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender or that subsequent holder shall have made any demand hereunder or all (b) the principal of or the interest on the Loans and all other Obligations amounts due hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by pursuant to Section 10.2, 7.2 and although such said obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following The Agent agrees to notify Borrowers in writing after any such set-off the Agent shall notify the Borrower thereof and of the application of such set-offmade by Lenders; provided, provided however, that the failure to give such notice shall not invalidate affect the validity of such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffoff and application.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable applicable Law and not by way of limitation of any such rights, the Administrative Agent and each Lender and Participant Purchaser is hereby authorized by the Borrower, each Seller at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower any Seller or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Administrative Agent or such Lender or Participant, Purchaser to or for the credit or the account of the Borrower any Seller against and on account of the obligations and liabilities of such Seller to the Administrative Agent or such Purchaser hereunder and under the other Purchase Documents, including all claims of any nature or description arising out of the Obligationsor connected hereto or with any other Purchase Document, irrespective of whether or not (a) the Administrative Agent or such Purchaser shall have made any demand hereunder or all of the Loans and all other Obligations (b) any amounts payable hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by Section 10.2, pursuant hereto and although such obligations shall and liabilities, or any of them, may \ be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, ; provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Administrative Agent or any Lender such Purchaser may only exercise its right of setoff in this Section 14.3 if a Facility Suspension Event has occurred and is continuing with respect to rights of setoffsuch Seller.

Setoff. Subject to Section 3.3 and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, the Agent and each Lender and Participant is hereby authorized by the Borrower, each Borrower at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject ) to receipt of the prior written consent of the Agent exercised in its sole discretion, combine accounts or to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the such Borrower against and on account of the Obligations of any Borrowers to Lender, including, but not limited to, all Loans and all claims of the Obligationsany nature or description arising out of or in connection herewith, irrespective of whether or not (i) Lender shall have made any demand hereunder or all (ii) Lender shall have declared the principal of and interest on the Loans Loan and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article XI and although even though such obligations shall Obligations may be contingent or unmatured. Promptly following Lender shall give the Company notice of any such set-off action taken pursuant to this Section 13.05 promptly upon the Agent shall notify the Borrower occurrence thereof and of the application of such set-off, provided that the any failure to give such notice do so shall not invalidate limit any right of Lender to take such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffaction.

Setoff. Subject to Section 3.3 3.03 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrowers hereby authorize the Administrative Agent, each Issuing Bank and each Lender and Participant is hereby authorized by the BorrowerLender, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower Borrowers or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank or a Lender and Participant Lender, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or any affiliate of the Agent Issuing Bank or such Lender or Participant, to or for the credit or the account of the Borrower Borrowers against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.210.02, and although such obligations Obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights 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 3.09 and, pending such payment, shall be segregated by such Defaulting Lender from its funds and deemed to be held in trust for the Administrative Agent and the other Secured Parties.

Setoff. Subject to Section 3.3 In addition to, and in addition to without limitation of, any rights now of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or hereafter granted under Applicable Law any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not by way of limitation of collected or available) and any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, other Indebtedness at any time held or from time owing by the Administrative Agent, each LC Issuer, each Lender, each Affiliate of the Administrative Agent, any LC Issuer or any Lender, and each Participant, to time during or for the continuance credit or account of an Event the Borrower may be offset and applied toward the payment of Defaultthe Obligations owing to the Administrative Agent, such LC Issuer, such Lender, such Affiliate of the Administrative Agent, any LC Issuer or any Lender, or such Participant, as the case may be, whether or not the Obligations, or any part thereof, shall then be due, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of any LC Issuer, a Lender and Participant Lender, an Affiliate of any LC Issuer or any Lender, or a Participant, subject to receipt of the prior written consent of the Agent Required Lenders exercised in its their sole discretion, . Any Lender taking any such setoff action will use commercially reasonable efforts to set off and provide notice to appropriate and to apply any and all deposits (general or special, includingthe Borrower in respect of such action, but it is expressly understood and agreed that (i) any such notice may or may not limited to, indebtedness evidenced by certificates be prior notice and (ii) the failure of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give provide such notice shall not invalidate such set-off. The foregoing shall not apply subject it to any account governed by a written agreement containing express waivers by the Agent liability whatsoever under this Agreement or any Lender with respect to rights of setoffother Loan Document.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation of any such rightsLaw, upon the Agent occurrence and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an any Event of Default, each Lender is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the Borrower or to any other PersonLoan Party, any such notice being hereby expressly waived, but in waived by the case Borrower (on its own behalf and on behalf of a Lender and Participant subject each Loan Party) to receipt of the prior written consent of the Agent exercised in its sole discretionfullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but provisional or final, in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not limited toa Loan Party and other than payroll, indebtedness evidenced by certificates of deposittax withholding or trust fund accounts, whether matured or unmatured) and any other indebtedness Excluded Accounts at any time held or by, and other Indebtedness (in any currency) at any time owing by the Agentby, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower respective Loan Parties against any and on account of all Obligations owing to such Lender hereunder or under any of the Obligationsother Loan Document (or Security Agreement), now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document (or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, Security Agreement) and although such obligations shall Obligations may be contingent or unmatured. Promptly following unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness 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; provided that in the event that any Defaulting Lender shall exercise any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights 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

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender and or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or Lender, any affiliate such Affiliate of the Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations shall be contingent or unmatured. Promptly following ; provided that in the event that any Defaulting Lender shall exercise any such set-right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-offAgent and the Lenders, provided that and (b) the failure Defaulting Lender shall provide promptly to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any a statement describing in reasonable detail the Obligations owing to such Defaulting Lender with respect as to rights which it exercised such right of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, the Agent and each Lender and Participant is hereby authorized by the Borrower, Borrower at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any the Obligations of the ObligationsBorrower then due to such Lender, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, ARTICLE X and although even though such obligations shall may be contingent or unmatured. Promptly following Each Lender agrees that it shall not, unless the Loans have been accelerated pursuant to SECTION 10.2(a), without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any such set-off the Agent shall notify accounts of the Borrower thereof and of the application of or TMC now or hereafter maintained with such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLender.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, subject to the Agent Intercreditor Agreement, upon the occurrence and during the continuance of any Event of Default each Lender, each Issuing Bank and each Lender and Participant Agent is hereby authorized by the Borrower, each Credit Party at any time or from time to time during subject to the continuance consent of an Event of Defaultthe Administrative Agent (such consent not to be unreasonably withheld or delayed), without prior notice to the Borrower any Credit Party or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by the Agentsuch Lender, such Lender Issuing Bank or Participant Agent or any affiliate of the Agent or such Lender or Participant, their respective Affiliates to or for the credit or the account of the Borrower any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Person hereunder, the Letters of Credit and participations therein and under the Obligationsother Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Person shall have made any demand hereunder or all (b) the principal of or the interest on the Loans or any amounts in respect of the Loans and all Letters of Credit or any other Obligations amounts due hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by pursuant to Section 10.2, 2 and although such obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation of any such rightsLaw, upon the Agent occurrence and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an any Event of Default, each Lender and its Affiliates (the Administrative Agent and the Co-Collateral Agents, 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 or to any other PersonCompany and the Borrowers, any such notice being hereby expressly waived, but in waived by the case Company and the Borrowers (on their own behalf and on behalf of a Lender each Loan Party and Participant subject each of its Subsidiaries) to receipt of the prior written consent of the Agent exercised in its sole discretionfullest extent permitted by applicable Law, to set off setoff and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by the Agentby, such Lender or Participant or any affiliate of and its Affiliates, the Administrative Agent or such Lender or Participant, either Co-Collateral Agent to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and on account of all Obligations owing to such Lender and its Affiliates or the Co-Collateral Agents hereunder or under any of the Obligationsother 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 or any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, Loan Document and although such obligations shall Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Promptly following Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off the Agent shall notify the Borrower thereof setoff and of the application of made by such set-off, Lender; provided that the failure to give such notice shall not invalidate affect the validity of such set-offsetoff and application. The foregoing shall not apply rights of the Administrative Agent, the Co-Collateral Agents and each Lender under this Section 10.09 are in addition to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Co-Collateral Agents and such Lender may have.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default under the Credit Agreement, the Agent and each Lender and Participant each subsequent holder of any of the Notes is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, Guarantor without prior notice to the Borrower Borrower, the Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Agent, such that Lender or Participant or any affiliate of the Agent or such Lender or Participant, that subsequent holder to or for the credit or the account of the Borrower Guarantor, whether or not matured, against and on account of any the obligations and liabilities of the ObligationsBorrower or the Guarantor to the Agent, such Lender or such subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents irrespective of whether or not (a) the Agent, such Lender or such subsequent holder shall have made any or all of the Loans and all other Obligations have been declared to bedemand hereunder, or (b) the principal of or the interest on the Loans, the L/C Obligations or any other amounts due hereunder shall have otherwise become, become due and payable as permitted by Section 10.2, and although such said obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without - 76 - prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or Lender, any affiliate Affiliate of the Administrative Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law (including, without limitation, Section 151 of the New York Debtor and Creditor Law) and not by way of limitation of any such rights, upon the Agent occurrence and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized, at any time or from time to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretiontime, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by such Lender, the Agent, such Lender or Participant L/C Issuer or any affiliate of the Agent or such Lender or Participant, their respective Affiliates to or for the credit or the account of the Borrower any Guarantor, against and on account of any the obligations and liabilities of such Guarantor to such Lender or the ObligationsL/C Issuer under this Guaranty, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand hereunder and although said obligations, liabilities, deposits or all of the Loans and all other Obligations have been declared to beclaims, or have otherwise becomeany of them, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmaturednatured; provided that the prior written consent of the Administrative Agent shall be required for any Lender, L/C Issuer or any of their respective Affiliates to exercise the rights enumerated in this Section 12. Promptly following The Administrative Agent acknowledges and agrees (i) to promptly notify the relevant Guarantor after any such set-off the Agent shall notify the Borrower thereof and of the application of such set-offapplication; provided, provided that the failure to give such notice shall not invalidate affect the validity of such set-off. The foregoing shall not apply off and application; and (ii) that the provisions of this Section 12 are subject to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights sharing provisions set forth in Section 2.12 of setoffthe Credit Agreement.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or Lender, any affiliate Affiliate of the Administrative Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following Notwithstanding the foregoing, each Lender hereby waives any right of setoff against the Obligations it has with respect to any deposit account of any Guarantor (other than the Parent) maintained with such set-off the Agent shall notify the Borrower thereof and of the application Lender or any other account or property of such set-offGuarantor held by such Lender; provided however, provided that the failure to give such notice this waiver is not intended, and shall not invalidate such set-off. The foregoing shall not apply be deemed, to waive any right of setoff (a) any Lender has with respect to any account governed by a written agreement containing express waivers by the Agent required to be maintained pursuant to this Agreement or any Lender with respect other Loan Document or (b) arising other than pursuant to rights of setoffthis Agreement or the other Loan Documents.

Setoff. Subject to Section 3.3 and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, and not to the extent permitted by way of limitation applicable law, upon the occurrence and during the continuance of any such rightsEvent of Default, and with the Agent prior written consent of the Requisite Lenders, each Lender, each Issuing Bank and each any Affiliate of any Lender and Participant or Issuing Bank is hereby authorized by the Borrower, Borrowers at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agentsuch Lender, such Lender or Participant Issuing Bank or any affiliate of the Agent or such Lender or Participant, their Affiliates to or for the credit or the account of the Borrower Borrowers against and on account of the Obligations of the Borrowers to such Lender, Issuing Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or description arising out of or in connection herewith, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article XI and although even though such obligations shall Obligations may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Agent, each Lender and each Participant is hereby authorized by the each Borrower, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the any Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and or Participant subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate Affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the any Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-right of setoff, all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.11. and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-off, provided that Agent and the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLenders.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Participant Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lender provided by way of limitation of any such rightsLaw, upon the Agent occurrence and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an any Event of Default, the Lender is authorized at any time and from time to time, without prior notice to the Borrower or to any other PersonCompany and the Borrowers, any such notice being hereby expressly waived, but in waived by the case Company and the Borrowers (on its own behalf and on behalf of a Lender each Loan Party and Participant subject each of its Subsidiaries) to receipt of the prior written consent of the Agent exercised in its sole discretionfullest extent permitted by applicable Law, to set off setoff and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by by, the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and on account of all Obligations owing to the Lender and its Affiliates hereunder or under any of the Obligationsother Loan Document, now or hereafter existing, irrespective of whether or not the Lender or such Affiliate shall have made demand under this Agreement or any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, Loan Document and although such obligations shall Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Promptly following The Lender agrees promptly to notify the Borrowers after any such set-off setoff and application made by the Agent shall notify the Borrower thereof and of the application of such set-off, Lender; provided that the failure to give such notice shall not invalidate affect the validity of such set-offsetoff and application. The foregoing shall not apply rights of the Lender under this Section 9.09 are in addition to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to other rights and remedies (including other rights of setoff) that the Lender may have.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Participant Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof -91- and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, subject to the Agent Intercreditor Agreement, upon the occurrence and during the continuance of any Event of Default each Lender, each Issuing Bank and each Lender and Participant Agent is hereby authorized by the Borrower, each Credit Party at any time or from time to time during subject to the continuance consent of an Event of DefaultApplicable Agent (such consent not to be unreasonably withheld or delayed), without prior notice to the Borrower any Credit Party or to any other PersonPerson (other than Applicable Agent), any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by the Agentsuch Lender, such Lender Issuing Bank or Participant Agent or any affiliate of the Agent or such Lender or Participant, their respective Affiliates to or for the credit or the account of the Borrower any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Person hereunder, the Letters of Credit and participations therein and under the Obligationsother Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Person shall have made any demand hereunder or all (b) the principal of or the interest on the Loans or any amounts in respect of the Loans and all Letters of Credit or any other Obligations amounts due hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by pursuant to Section 10.2, 2 and although such obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and the provisions of Article V, in addition to the event that any rights obligation of the Purchaser now or hereafter granted existing under Applicable Law this Agreement or any other Loan Document shall have become due and not by way of limitation of any such rightspayable, the Agent and each Lender and Participant is hereby authorized by shall have the Borrower, at any time or right from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionPurchaser, to set off against and apply to appropriate such due and payable amount any obligation of any nature of the Lender to apply any and the Purchaser, including all deposits (whether time or demand, general or special, includingprovisionally or finally credited, but not limited tohowever evidenced) now or hereafter maintained by the Purchaser with the Lender. Subject to the provisions of Article V, indebtedness evidenced to the fullest extent permitted by certificates of depositlaw, such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to the Purchaser is absolute or contingent, matured or unmatured) and any other indebtedness at any time held or owing by unmatured (it being agreed that the Agent, Lender may deem such Lender or Participant or any affiliate of the Agent or such Lender or Participant, obligation to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, be then due and payable as permitted by Section 10.2at the time of such setoff), and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and regardless of the application of such set-off, provided that offices or branches through which the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender parties are acting with respect to rights the offset obligations, regardless of setoffwhether the offset obligations are denominated in the same or different currencies, and regardless of the existence or adequacy of any other direct or indirect security or any other right or remedy available to the Lender. Except as set forth in Article V, nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker's lien available to the Lender under this Section 6.8, at law or otherwise.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or Lender, any affiliate Affiliate of the Administrative Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-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 3.9. and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-off, provided that Administrative Agent and the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLenders.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender and or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or Lender, any affiliate such Affiliate of the Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following If any Defaulting Lender shall exercise any such set-right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.11 and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-offAgent, provided that the failure Issuing Banks and the Lenders, and (y) the Defaulting Lender shall provide promptly to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any a statement describing in reasonable detail the obligations owing to such Defaulting Lender with respect as to rights which it exercised such right of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and or a Participant subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.29.2., and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Participant Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2, and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 (a) In addition to, and in addition to without limitation of, any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by or the BorrowerLenders under applicable law, at any time or from time to time during upon the continuance occurrence of an Event of Default, without prior notice any Indebtedness from the Agent or any Lender to the Borrower or Guarantor (including all account balances, whether provisional or final and whether or not collected or available) may be offset and applied toward the payment of the Lender Obligations then due and owing to the Lenders. The Borrower agree that any other Person, any such notice being hereby expressly waived, but holder of a participation in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionObligations may, to set off and the fullest extent permitted by law, exercise all its rights of payment with respect to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by such participation as if such holder were the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account direct creditor of the Borrower against and on account of any in the amount of the Obligationsparticipation. (b) Subject to the provisions of applicable law, irrespective in the event of whether a bankruptcy, receivership or not similar proceeding with respect to any or Lender, all cash of the Loans Borrower and all other Obligations have been declared to be, the Guarantors on deposit with or have otherwise become, due and payable as permitted held by Section 10.2such Lender shall automatically, and although without any further action, be deemed to be a prepayment of the Advances owing to such obligations shall be contingent or unmaturedLender. Promptly following any such set-off Each of the Lenders, the Agent shall notify and the Borrower thereof and of the application of such set-off, provided agrees that the failure to give such notice shall not invalidate such set-off. The foregoing provisions of Article 4 hereof (including, without limitation Section 4.6, but excluding, however, Section 4.7) shall not apply to any account governed by a written agreement containing express waivers by such prepayment. The Borrower and the Agent Guarantors agree that no Lender, nor any of its successors or assigns (including, without limitation, any Lender with respect trustee in bankruptcy or receiver) shall have any liability to rights of setoffthe Borrower or the Guarantors if this provision is for any reason determined or deemed to be unenforceable in whole or in part.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Required Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Agent, or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-right of setoff, all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.10. and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-off, provided that Agent and the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLenders.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Pledgee, the Issuing Bank and each Lender and Participant is hereby authorized by the BorrowerPledgor, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower Pledgor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent Pledgee exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the AgentPledgee, the Issuing Bank, such Lender or Participant or any affiliate of the Agent Pledgee, the Issuing Bank or such Lender or ParticipantLender, to or for the credit or the account of the Borrower Pledgor against and on account of any of the Secured Obligations, irrespective of whether or not any or all of the Loans and all other Secured Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2payable, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Participant Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2., and although such obligations Obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in In addition to any Liens now or hereafter granted to the Administrative Agent, the Issuing Banks or Lenders and any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such Lien or rights, upon the Agent occurrence and during the continuance of any Event of Default, each Lender and Participant each Issuing Bank is hereby authorized by the Borrower, each Borrower at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower such Borrower, or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by the Agent, such that Lender or Participant or any affiliate of the Agent or such Lender or Participant, that Issuing Bank to or for the credit or the account of the such Borrower against and on account of the Obligations of such Borrower to that Lender or that Issuing Bank including, but not limited to, all Loans and Reimbursement Obligations and all claims of any nature or description arising out of or connected with this Agreement or any of the Obligationsother Loan Documents, irrespective of whether or not (i) that Lender or that Issuing Bank shall have made any demand hereunder or all (ii) the Administrative Agent shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article X and although such said obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed Any amount so received by a written agreement containing express waivers by Lender or an Issuing Bank shall be subject to the Agent or any Lender with respect to rights provisions of setoffSection 2.17.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, the Agent and each Lender and Participant is hereby authorized by the Borrower, Borrower at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any the Obligations of the ObligationsBorrower then due to such Lender, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, ARTICLE XI and although even though such obligations shall Obligations may be contingent or unmatured. Promptly following Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any such set-off the Agent shall notify accounts of the Borrower thereof and of the application of now or hereafter maintained with such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLender.

Setoff. Subject to Section 3.3 and in addition to In the event that any rights obligation of the Guarantor now or hereafter granted existing under Applicable Law this Agreement or any other Loan Document shall have become due and not by way of limitation of any such rightspayable, the Agent and each Lender and Participant is hereby authorized by shall have the Borrower, at any time or right from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionGuarantor, to set off against and apply to appropriate such due and payable amount any obligation of any nature of such Lender to apply any and the Guarantor, including all deposits (whether time or demand, general or special, includingprovisionally or finally credited, but not limited tohowever evidenced) now or hereafter maintained by the Guarantor with such Lender. To the fullest extent permitted by law, indebtedness evidenced by certificates of depositsuch right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to the Guarantor is absolute or contingent, matured or unmatured) unmatured (it being agreed that such Lender may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in the same or different currencies, and regardless of the existence or adequacy of any other indebtedness direct or indirect security or any other right or remedy available to such Lender. Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker's lien available to any Lender under this Section 5.8, at any time held law or owing otherwise. The Guarantor hereby agrees that, to the fullest extent permitted by the Agentlaw, such Lender or Participant or any affiliate of any Lender, and any holder of a participation in any obligation of the Agent or Guarantor under this Agreement, shall have the same rights of setoff as such Lender as provided in this Section 5.8 (regardless of whether such affiliate or Participant, to or for the credit or the account participant otherwise would be deemed a creditor of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffGuarantor).

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Participant Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the ObligationsObligations then due and payable, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff11.2.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable applicable Law and not by way of limitation of any such rights, the Administrative Agent and each Lender and Participant Purchaser is hereby authorized by the Borrower, each Seller at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower any Seller or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Administrative Agent or such Lender or Participant, Purchaser to or for the credit or the account of the Borrower any Seller against and on account of the obligations and liabilities of such Seller to the Administrative Agent or such Purchaser hereunder and under the other Purchase Documents, including all claims of any nature or description arising out of the Obligationsor connected hereto or with any other Purchase Document, irrespective of whether or not (a) the Administrative Agent or such Purchaser shall have made any demand hereunder or all of the Loans and all other Obligations (b) any amounts payable hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by Section 10.2, pursuant hereto and although such obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, ; provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Administrative Agent or any Lender such Purchaser may only exercise its right of setoff in this Section 14.3 if a Facility Suspension Event of the type described in clauses (i) and (iii) of the definition thereof has occurred and is continuing with respect to rights of setoffsuch Seller.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, the Lenders, the Collateral Agent and each Lender and Participant any subsequent holder of any Note is hereby authorized by the Borrower, each Obligor at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower any Obligor, or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured but not including trust accounts or any other accounts held for the benefit of another Person) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant Person or any affiliate of the Agent or such Lender or Participant, subsequent holder to or for the credit or the account of the Borrower such Obligor against and on account of the obligations and liabilities of such Obligor to such Person or such subsequent holder under this Agreement and the Note(s), including, but not limited to, all claims of any nature or description arising out of the Obligationsor connected with this Agreement or any Note, irrespective of whether or not (a) such Person or such subsequent holder shall have made any demand hereunder or all (b) such Person or such subsequent holder shall have declared the principal of or the interest on its portion of the Loans Senior Loan and all its Note(s) and other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, 7 and although such said obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Agent, each Lender, each affiliate of the Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waivedDefault exists, but in the case of a Lender, an affiliate of a Lender and or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or Lender, any such affiliate of the Agent or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations shall be contingent or unmatured. Promptly following In the event that the Agent, any Lender or any Affiliate of any Lender exercises the foregoing right of setoff, such set-off the Agent Person shall use its commercially reasonable 66 efforts to notify the Borrower thereof and prior to or substantially contemporaneously with such exercise of the application foregoing right of setoff, but neither the Agent nor any Lender shall bear any liability whatsoever to any Person for a failure to deliver such set-off, provided that the notice and any failure to give such notice shall not invalidate impair the Agent’s or such set-off. The foregoing shall not apply Lender’s right to setoff, and the Borrower and any account governed by a written agreement containing express waivers by the Agent or other Person waives any Lender with respect to rights of setoffsuch notice.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans Term Loan and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender and Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but excluding trust accounts) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although to the extent permitted under Applicable Law such obligations Obligations as shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 (a) In addition to, and in addition to without limitation of, any rights now of the Lenders under applicable law and under Section 2.2 hereof, if any Default occurs and is continuing and notwithstanding the provisions of Section 362 of the Bankruptcy Code (and subject to the Orders), without any application, motion or hereafter granted under Applicable Law and not by way of limitation of any such rightsnotice to, or order from, the Agent and each Lender and Participant is hereby authorized by the BorrowerBankruptcy Court, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositincluding all account balances, whether matured provisional or unmaturedfinal and whether or not collected or available) and any other indebtedness Indebtedness at any time held or owing by the Agent, such any Lender or Participant or any affiliate Affiliate of the Agent or such any Lender or Participant, to or for the credit or the account of the Borrower against or any Credit Party (except with respect to amounts held in trust accounts, if any, and on account payroll accounts, if any) may be offset, recouped and applied toward the payment of any of the Obligations owing to such Lender, whether or not the Obligations, irrespective of whether or not any or all of part thereof, shall then be due; provided that the Loans and all other Obligations have been declared Lenders shall provide notice to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of or such set-off, Credit Party following such setoff; provided further that the failure to give provide such notice shall not invalidate distinguish the Lenders' rights under this Section 11.1(a). (b) If all or any part of the Guaranteed Obligations is then due, whether pursuant to the occurrence of a Default or otherwise, then each Guarantor authorizes the Agent and the Lenders to apply any sums standing to the credit of such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by Guarantor with the Agent or any Lender with respect to rights or any Lending Installation of setoffthe Agent or any Lender toward the payment of the Guaranteed Obligations.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance occurrence of an Event of DefaultDefault and during the continuance thereof, the Administrative Agent and the Lender Parties are hereby authorized by Parent and EnergySolutions at any time and from time to time, without prior notice to the Borrower Parent, EnergySolutions or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured) and any other indebtedness Indebtedness at any time held or owing by any Lender Party or the Agent, such Lender or Participant or any affiliate of the Administrative Agent or such Lender or Participant, to or for the credit or the account of the Borrower Parent, EnergySolutions or any of their respective Subsidiaries against and on account of any of the Obligations, Obligations irrespective of whether (a) any Lender Party or not the Administrative Agent shall have made any demand hereunder or all (b) the Administrative Agent shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, 8.2 and although such obligations Obligations or any of them shall be contingent or unmatured. Promptly following any such set-off Upon direction by the Administrative Agent shall notify with the Borrower thereof and consent of the application Majority Lenders, each Lender Party holding deposits of such set-offParent, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent EnergySolutions or any Lender with respect to of their respective Subsidiaries shall exercise its setoff rights of setoffas so directed.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation of any such rightslaw, upon the Agent occurrence and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an any Event of DefaultDefault and the giving of notice specified by Section 7.2 declaring the Bridge Loans due and payable, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or to any other PersonLoan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Guarantor, but in if any) to the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretionfullest extent permitted by law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by the Agentby, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower or respective Guarantor, if any, against any and on account of all Obligations owing to such Lender hereunder or under any of the Obligationsother Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, Loan Document and although such obligations shall Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Promptly following Each Lender agrees promptly to notify the Borrower and the Agents after any such set-off the Agent shall notify the Borrower thereof and of the application of made by such set-offLender; provided, provided however, that the failure to give such notice shall not invalidate affect the validity of such set-offsetoff and application. The foregoing shall not apply rights of each Agent and each Lender and their respective Affiliates under this Section 14.19 are in addition to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to other rights and remedies (including, without limitation, other rights of setoff) that such Agent, such Lender and their respective Affiliates may have.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent Lender and each Lender and Participant is hereby authorized by the BorrowerBorrower and each Guarantor, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower Borrower, to any Guarantor or to any other Person, any such notice being hereby expressly waivedwaived to the extent permitted by Applicable Law, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent Lender exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the Borrower such Loan Party against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2., and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent Lender shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, the Agent and each Lender and Participant is hereby authorized by the Borrower, Borrower at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any the Obligations of the ObligationsBorrower then due to such Lender, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article X and although even though such obligations shall may be contingent or unmatured. Promptly following Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any such set-off the Agent shall notify accounts of the Borrower thereof and of the application of now or hereafter maintained with such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLender.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Agent exercised in its sole discretionAdministrative Agent, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender or Participant or Lender, any affiliate Affiliate of the Agent Administrative Agent, or such Lender Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2, and although such obligations Obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights 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

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and each Lender and Participant is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent and the Requisite Lenders, exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default under the Credit Agreement, the Agent and each Lender and Participant each subsequent holder of any of the Notes is hereby authorized by the Borrower, at any time or from time to time during the continuance of an Event of Default, Guarantor without prior notice to the Borrower Borrower, the Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness at any time held or owing by the Agent, such that Lender or Participant or any affiliate of the Agent or such Lender or Participant, that subsequent holder to or for the credit or the account of the Borrower Guarantor, whether or not matured, against and on account of any the obligations and liabilities of the ObligationsBorrower or the Guarantor to the Agent, such Lender or such subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents irrespective of whether or not (a) the Agent, such Lender or such subsequent holder shall have made any or all of the Loans and all other Obligations have been declared to bedemand hereunder, or (b) the principal of or the interest on the Loans, the L/C Obligations or any other amounts due hereunder shall have otherwise become, become due and payable as permitted by Section 10.2, and although such said obligations shall and liabilities, or any of them, may be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, to the Agent fullest extent permitted by law, each of the Borrowers hereby authorizes the Agent, the Issuing Bank, each Lender, each affiliate of the Agent, the Issuing Bank or any Lender, and each Lender and Participant is hereby authorized by the BorrowerParticipant, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower Borrowers or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender, an affiliate of the Issuing Bank, a Lender and or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, the Issuing Bank, such Lender or Participant or Lender, any such affiliate of the Agent Agent, the Issuing Bank or such Lender Lender, or such Participant, to or for the credit or the account of any of the Borrower Borrowers against and on account of any of the ObligationsObligations owing by any of the Borrowers, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.211.2., and although such obligations shall be contingent or unmatured. Promptly following any such set-off the Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law ------ applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, the Agent and each Lender and Participant is hereby authorized by the Borrower, Borrower at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any the Obligations of the ObligationsBorrower then due to such Lender, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article XI and although ---------- even though such obligations shall Obligations may be contingent or unmatured. Promptly following Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any such set-off the Agent shall notify accounts of the Borrower thereof and of the application of now or hereafter maintained with such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLender.

Setoff. Subject to Section 3.3 3.2 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Borrower hereby authorizes the Agent, each Lender and Participant is hereby authorized by each Affiliate of the BorrowerAgent or any Lender, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and Participant or an Affiliate of a Lender subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate such Affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. Promptly following If any Defaulting Lender shall exercise any such set-right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.10 and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-offAgent and the Lenders, provided that and (y) the failure Defaulting Lender shall provide promptly to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any a statement describing in reasonable detail the obligations owing to such Defaulting Lender with respect as to rights which it exercised such right of setoff.

Setoff. Subject to Section 3.3 and in In addition to any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, the Agent and each Lender and Participant is hereby authorized by the Borrower, Borrower at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, to or for the credit or the account of the Borrower against and on account of any the Obligations of the ObligationsBorrower then due to such Lender, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article X and although even though such obligations shall may be contingent or unmatured. Promptly following Each Lender agrees that it shall not, unless the Loans have been accelerated pursuant to Section 10.2(a), without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any such set-off the Agent shall notify accounts of the Borrower thereof and of the application of or TMC now or hereafter maintained with such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLender.

Setoff. Subject to Section 3.3 and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, notwithstanding anything to the contrary in Section 362 of the Bankruptcy Code but subject to the DIP Financing Orders (including the Carve Out), upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, the Agent and each Lender and Participant any Affiliate of any Lender is hereby authorized by the Borrower, Borrower and the other Loan Parties at any time or from time to time during the continuance of an Event of Defaulttime, without prior notice to the Borrower or to any other Person, Person (any such notice being hereby expressly waived, but in the case of a Lender and Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, ) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate of the Agent or such Lender or Participant, its Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender or any of the Obligationsits Affiliates, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 10.2, Article XI and although even though such obligations shall Obligations may be contingent or unmatured. Promptly following Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any such set-off the Agent shall notify accounts of the Borrower thereof and of the application of now or hereafter maintained with such set-off, provided that the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent Lender or any Lender with respect to rights of setoffAffiliate.

Setoff. Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Agent and Agent, each Lender and each Participant is hereby authorized by the each Borrower, at any time or from time to time during the continuance of while an Event of DefaultDefault exists, without prior notice to the any Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender and or Participant subject to receipt of the prior written consent of the Agent Requisite Lenders exercised in its their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender or Participant or any affiliate Affiliate of the Agent or such Lender or ParticipantLender, to or for the credit or the account of the any Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2ý10.2, and although such obligations shall be contingent or unmatured. Promptly following Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such set-right of setoff, all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.11. and, pending such payment, shall notify be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Borrower thereof and benefit of the application of such set-off, provided that Agent and the failure to give such notice shall not invalidate such set-off. The foregoing shall not apply to any account governed by a written agreement containing express waivers by the Agent or any Lender with respect to rights of setoffLenders.