Common use of Setoff Clause in Contracts

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights If an Amortization Event shall have occurred and remedies be continuing, the Purchaser and each of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party its respective Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by the Purchaser or any such Lender Affiliate to or for the credit or the account of the respective Loan Parties Seller against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, of the obligations of Seller now or hereafter existingexisting under this Agreement or any other Transaction Document to the Purchaser or its respective Affiliates, irrespective of whether or not such Agent the Purchaser or such Lender Affiliate shall have made any demand under this Agreement or any other Loan Transaction Document and although such Obligations obligations of Seller may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Purchaser different from that the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of the applicable deposit or Indebtedness; provided that Purchaser and its Affiliates under this Section are in the event that any Defaulting Lender shall exercise any such right addition to other rights and remedies (including other rights of setoff, (x) all amounts so set off shall be paid over immediately to that the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from Purchaser or its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffrespective Affiliates may have. Each Secured Party The Purchaser agrees promptly to notify the Borrower and the Administrative Agent Seller promptly after any such set-off setoff and application made by such Secured Party; providedapplication, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights provisions of the Administrative Agent and each Secured Party under this Section 10.09 are 11.3 shall not be construed to apply to any payment made by Seller pursuant to and in addition to other rights and remedies (including other rights accordance with the express terms of setoff) that the Administrative Agent and such Secured Party may havethis Agreement.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing byto, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Secured Credit Party and each of their respective Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than in whatever currency, but excluding deposits held in fiduciary accounts as to which a Loan Party is acting as fiduciary trustee, fiduciary, agency or similar capacity for another Person who is not a Loan Party, the benefit of an unaffiliated third party) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by Credit Party or any such Lender Affiliate to or for the credit or the account of the respective any Loan Parties Party or any of its Subsidiaries against any and all Obligations owing to of the obligations of such Secured Loan Party hereunder or such Subsidiary now or hereafter existing under this Credit Agreement or any other Loan Document, now Document to such Credit Party or hereafter existingAffiliate, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of such Loan Party or Subsidiary may be contingent or unmatured or denominated in are owed to a currency branch or office of such Credit Party different from that of the applicable branch or office holding such deposit or Indebtedness; provided obligated on such indebtedness, 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 2.20 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Credit Party and its Affiliates may have. Each Secured Credit Party agrees promptly to notify the Lead Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Party; providedapplication, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Secured Party Lender is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by each of the Borrower Borrowers (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party Lender hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the BV Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of any Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (a) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any collateral, upon the occurrence and during the continuance of if any Event of DefaultDefault shall have occurred and be continuing, each Secured any deposits or other sums credited by or due from the Administrative Agent or any other Creditor Party is authorized at any time and from time to time without prior notice to the either Borrower or any of the Guarantors and any securities or other Loan Partyproperty of either Borrower or any of the Guarantors in the possession of the Administrative Agent or such other Creditor Party or any of their respective Affiliates may, at any time, solely with the consent of the Administrative Agent, without demand or notice (any such notice being expressly waived by the Borrower (on its own behalf Borrowers and on behalf the Guarantors), in whole or in part, be applied to or set off by the Administrative Agent or such other Creditor Party against the payment of each Loan Party) Obligations, now existing or hereafter arising, of the Borrowers or any of the Guarantors to the fullest extent permitted by LawAdministrative Agent or such other Creditor Party regardless of the adequacy of any other collateral securing the Loans. The Administrative Agent and each of the other Creditor Parties agree with and among each other that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party, such amount shall be applied ratably first to Obligations owed to the Creditor Party exercising such right of set off and apply pro rata to any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held bysimilarly situated Creditor Parties, and then to the Obligations owed all other Indebtedness at any time owing byCreditor Parties, such Lender including, without limitation, Reimbursement Obligations owed to the Issuing Bank or for all Lenders, and (ii) if the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Administrative Agent or such Lender other Creditor Party shall have made demand under this Agreement receive from either Borrower or any Guarantor or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that source, whether by voluntary payment, exercise of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall be paid over immediately retain and apply to the payment of the Obligations owed to the Administrative Agent for further application or such other Creditor Party any amount in accordance excess of its ratable portion of the payments received by all of the Creditor Parties with respect to the debt evidenced hereby corresponding to all of the Creditor Parties, such Creditor Party will make such disposition and arrangements with the provisions other Creditor Parties with respect to such excess, either by way of Section 2.20 anddistribution, pending pro tanto assignment of claims, subrogation or otherwise as shall result in each Creditor Party receiving in respect of the debt evidenced hereby in its name or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such paymentexcess payment is thereafter recovered from such Creditor Party, such disposition and arrangements shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent rescinded and the Lenders, and (y) the Defaulting Lender shall provide promptly amount restored to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity extent of such setoff and applicationrecovery, but without interest. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any rights and remedies Liens granted under any of the Lenders provided by Loan Documents and any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Secured Party their respective Affiliates) is hereby authorized by Borrower at any time and from time to time that an Event of Default exists, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Partyhereby expressly waived) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts), ) and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, Debt at any time held by, and other Indebtedness at any time or owing byby Agent, such Lender or any of their Affiliates to or for the credit or the account of Borrower against and on account of the respective Obligations of Borrower arising under the Loan Parties against Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Required Lenders, and that it shall (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail extent that it is lawfully entitled to do so) upon the Obligations owing to request of the Required Lenders, exercise its setoff rights hereunder against any accounts of Borrower now or hereafter maintained with Agent, such Defaulting Lender as to which it exercised such right or any Affiliate of setoff. Each Secured Party agrees promptly to notify the any of them, but Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of to the Administrative Agent and each Secured Party under this extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have12.5.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, subject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Parent Borrower or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan PartyParty and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Partybut excluding any payroll, trust, or tax withholding accounts) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Secured Party Lender is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party Lender hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower's obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and Code unless such Subsidiary is not a direct or indirect Subsidiary of the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies Liens granted under any of the Lenders provided by Credit Documents and any rights now or hereafter available under Applicable Law, upon the occurrence each Lender Group Member (and during the continuance each of any Event of Default, their respective Affiliates) is hereby authorized by each Secured Party is authorized Borrower at any time and from time to time that an Event of Default exists, without prior notice to the Borrower Borrowers or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawhereby expressly waived), to set off and to appropriate and apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts), ) and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, Debt at any time held by, and other Indebtedness at any time or owing by, by such Lender Group Member (or any of their Affiliates) to or for the credit or the account of Borrowers against and on account of the respective Loan Parties against any Obligations of Borrowers arising under the Credit Documents to each Lender Group Member, including all Revolver Loans and LC Obligations and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such Agent or such (i) any Lender Group Member shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Revolver Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each Lender Group Member agrees with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Required Lenders, and that it shall (y) the Defaulting Lender shall provide promptly to the Administrative Agent extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of Borrower now or hereafter maintained with any Lender Group Member (or any Affiliate of any of them), but no Borrower shall have a statement describing in reasonable detail claim or cause of action against any Lender Group Member for any setoff made without the Obligations owing to such Defaulting Lender as to which it exercised such right consent of setoff. Each Secured Party agrees promptly to notify the Borrower Required Lenders and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of to the Administrative Agent and each Secured Party under this extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have13.5.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party Lender hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured PartyLender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary does not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to the event that any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance obligation of any Event of Default, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, Guarantor now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand existing under this Agreement or any other Loan Document shall have become due and although payable, after an Event of Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to such Obligations may Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by such Guarantor with such Lender. Such right shall be contingent absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to such Guarantor is absolute or contingent, matured or 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 a currency the same or different from that currencies and regardless of the applicable deposit existence or Indebtedness; provided that adequacy of any other direct or indirect security or any other right or remedy available to such Lender. Nothing in the event that this Agreement or any Defaulting Lender other Loan Document shall exercise be deemed a waiver of or restriction on any such right of setoff, (x) all amounts so set off shall be paid over immediately setoff or banker’s lien available to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting any Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are 5.8, at law or otherwise. Each Guarantor hereby agrees that any affiliate of any Lender, and any holder of a participation in addition to other rights and remedies (including other any Guaranteed Obligations of any Guarantor under this Agreement, shall have the same rights of setoff) that the Administrative Agent and setoff as each Lender as provided in this Section 5.8 (regardless of whether such Secured Party may haveaffiliate or participant otherwise would be deemed a creditor of such Guarantor).

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any security for the Obligations, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final), regardless of currency, maturity, or the branch where such deposits are held) or other than deposits sums credited by or due from any Lender or any Affiliate thereof to the Loan Parties and any securities or other property of the Loan Parties in fiduciary accounts as the possession of such Lender or any Affiliate may, without notice to which a any Loan Party is acting as fiduciary for another Person who is not (any such notice being expressly waived by Loan Parties) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Loan Parties to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Loan Party, at any time held bywhether by voluntary payment, exercise of the right of setoff, or otherwise, and other Indebtedness at shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any time owing byamount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or for the credit or the account otherwise as shall result in each Lender receiving in respect of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under Notes held by it its proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights From and remedies of the Lenders provided by Law, upon after the occurrence of any Event of Default and during the continuance thereof, in addition to (and not in limitation of) any rights now or hereafter granted under Applicable Law to Administrative Agent, LC Issuer, any Lender, or, subject to the provisions of Section 13.1(d), any Participant, each subsequent holder of any Event of Defaultthe Obligations, and each Secured Party of their respective Affiliates (collectively, for purposes of this Section 15.6, the “Setoff Parties” and, individually, a “Setoff Party”), is authorized at any time and from time to time without prior notice hereby authorized, subject to the Borrower or any other Loan Partyprior consent of Administrative Agent, any such notice being waived by the Borrower (on its own behalf each Credit Party to setoff and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off appropriate and apply any and all deposits (general or special, time or demand, provisional including Debt evidenced by certificates of deposit, in each case, whether matured or final)un-matured, but excluding (x) any amounts held by any Setoff Party in any escrow payroll, trust, tax or fiduciary account and (y) without the prior consent of Administrative Agent, any Collection Account, and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, Debt at any time held by, and other Indebtedness at or owing by any time owing by, such Lender Setoff Party to or for the credit or the account of any Credit Party, against the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existingas provided in this Agreement, irrespective of whether (a) any demand for such Obligations has been made; or not (b) the Obligations have been accelerated as contemplated in Section 11.2; or (c) such Agent Obligations are contingent or such Lender un-matured. Any sums obtained by any Setoff Party shall have made demand be subject to the requirements for application of payments to the Obligations as set forth in this Agreement. The rights granted to each Setoff Party under this Agreement Section 15.6 may be exercised at any time or from time to time, without notice to any Credit Party or any other Loan Document Person, except that each Setoff Party shall obtain the prior consent of Administrative Agent and although shall notify Administrative Agent promptly (but in any event within one (1) Business Day) after exercising such Obligations right of setoff, specifying the amount thereof. Each Credit Party hereby waives any right that it may be contingent or unmatured or denominated in have as a currency different from that matter of Applicable Law to any such notice. In addition to the applicable deposit or Indebtedness; provided that foregoing, and notwithstanding any provision hereof to the contrary, 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 2.20 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, LC Issuer, Swing Line Lender and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, subject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Parent Borrower or any other Loan Party, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan PartyParty and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Partybut excluding any payroll, trust, or Tax withholding accounts) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right Loan Party that is a Foreign Subsidiary of setoffa U.S. Subsidiary or a U.S. Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and Agent, each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and Agent, such Secured Party Lender may have. Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender expressly waives its right of setoff pursuant to this Section 10.09 or any other provision of any Loan Document with respect to deposit accounts in which have been deposited payments received under Medicare, Medicaid, TRICARE and other health care programs of the United States or any state (including the District of Columbia) thereof and any agency or other Governmental Authority thereof.

Setoff. In addition to any rights and remedies Liens granted under any of the Lenders provided by Loan Documents and any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Secured Party their respective Affiliates) is hereby authorized by Obligors at any time and from time to time that an Event of Default exists, without prior notice to the Borrower any Obligors or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawhereby expressly waived), to set off and to appropriate and apply any and all deposits (deposits, general or special, time special (including certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts), ) and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, Debt at any time held by, and other Indebtedness at any time or owing by, by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of the respective Obligations of Obligors arising under the Loan Parties against Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Required Lenders, and that it shall (y) the Defaulting Lender shall provide promptly to the Administrative extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent a statement describing in reasonable detail or any Lender for any setoff made without the Obligations owing to such Defaulting Lender as to which it exercised such right consent of setoff. Each Secured Party agrees promptly to notify the Borrower Required Lenders and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of to the Administrative Agent and each Secured Party under this extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have13.5.

Setoff. In addition to any Liens granted under the Loan Documents and any rights and remedies of the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time and or from time to time time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Partyhereby expressly waived) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at ) and any time held by, and other Indebtedness at any time held or owing byby such Lender, such Lender Issuing Bank or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the respective Loan Parties against Obligations of the Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement or the Notes, irrespective of whether or not such Agent or (i) such Lender or Issuing Bank shall have made any demand hereunder or (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 other amounts due hereunder and under this Agreement or any other Loan Document the Notes to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Requisite Lenders, and (y) the Defaulting Lender shall provide promptly that it shall, to the Administrative Agent a statement describing in reasonable detail extent it is lawfully entitled to do so, upon the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights request of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other Requisite Lenders, exercise its setoff rights and remedies (including other rights hereunder against any accounts of setoff) that the Administrative Agent and any Borrower now or hereafter maintained with such Secured Party may haveLender, Issuing Bank or any Affiliate of either of them.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower Company and the applicable Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the each Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the such Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan PartyHoldings, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any Liens granted ------ under this Guaranty and the other Loan Documents and any rights and remedies of the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, the Agent, each Secured Party, and any Affiliate of the Agent or any Secured Party is hereby authorized by the Guarantor at any time and or from time to time time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Partyhereby expressly waived) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at ) and any time held by, and other Indebtedness at any time held or owing byby the Agent, such Lender Secured Party or any of their Affiliates to or for the credit or the account of the respective Loan Parties Guarantor against any and all on account of the Secured Obligations owing of the Guarantor to the Agent, such Secured Party hereunder or under any other Loan Document, now or hereafter existingof their Affiliates, irrespective of whether or not such (i) the Agent or such Lender Secured Party shall have made any demand hereunder or (ii) the Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due under this the Credit Agreement or any other Loan Document to be due and although payable as permitted by Article XII thereof and even though such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. Each Secured Party agrees promptly to notify that it shall not, without the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights express consent of the Administrative Agent Requisite Lenders, and each Secured Party under this Section 10.09 are in addition that it shall, to other the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights and remedies (including other rights hereunder against any accounts of setoff) that the Administrative Agent and Borrower, any of its Subsidiaries, or Guarantor now or hereafter maintained with such Secured Party may haveor any Affiliate of either of them.

Setoff. In addition If and to the extent any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultpayment is not made when due hereunder, each Secured Credit Party is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender Credit Party to or for the credit or the account of the respective Loan Parties Guarantor against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, of the obligations of Guarantor now or hereafter existingexisting under this Guaranty to such Credit Party, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Obligations obligations of Guarantor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Credit Party different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 2.17 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenderseach Credit Party, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit Party under this Section are in addition to other rights and remedies (including other rights of setoff) that such Credit Party may have. Each Secured Credit Party agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Party; providedapplication, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its their own behalf and on behalf of each Loan PartyParty and its respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, such Lender, such L/C Issuer or such Lender Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Agent or its Affiliates, such Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent that is not itself a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, howeverthat, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent each Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent such Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition Each Borrower hereby grants to any rights and remedies the Administrative Agent, each of the Lenders provided by Lawand each Lender Affiliate, a right of setoff as security for all of its liabilities and obligations to the Administrative Agent and each Lender, whether now existing or hereafter arising, upon the occurrence and during the continuance of any Event of Defaultagainst all deposits, each Secured Party is authorized at any time credits, collateral and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Documentproperty, now or hereafter existingin the possession, irrespective custody, safekeeping or control of whether or not such the Administrative Agent or such Lender or any Lender Affiliate and their successors and assigns or in transit to any of them. Regardless of the adequacy of any collateral, (i) if any of the Obligations are due and payable and have not been paid or any Event of Default shall have made demand under this Agreement occurred, any deposits or other sums credited by or due from any of the Lenders or any Lender Affiliate to BGI and any securities or other Loan Document and although property of BGI in the possession of such Obligations Lender or any Lender Affiliate may be contingent applied to or unmatured set off by such Lender against the payment of Obligations and any and all other liabilities, direct, or denominated in a currency different from that indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of BGI to such Lender, (ii) if any of the applicable deposit Xxxxxx Germany Obligations are due and payable and have not been paid or Indebtednessany Event of Default shall have occurred, any deposits or other sums credited by or due from any of the Lenders or any Lender Affiliate to Xxxxxx Germany and any securities or other property of Xxxxxx Germany in the possession of such Lender or any Lender Affiliate may be applied to or set off by such Lender against the payment of the Xxxxxx Germany Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of Xxxxxx Germany to such Lender, (iii) if any of the Xxxxxx Luxembourg Obligations are due and payable and have not been paid or any Event of Default shall have occurred, any deposits or other sums credited by or due from any of the Lenders or any Lender Affiliate to Xxxxxx Luxembourg and any securities or other property of Xxxxxx Luxembourg in the possession of such Lender or any Lender Affiliate may be applied to or set off by such Lender against the payment of the Xxxxxx Luxembourg Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of Xxxxxx Luxembourg to such Lender or (iv) if any of the Xxxxxx Switzerland Obligations are due and payable and have not been paid or any Event of Default shall have occurred, any deposits or other sums credited by or due from any of the Lenders or any Lender Affiliate to Xxxxxx Switzerland and any securities or other property of Xxxxxx Switzerland in the possession of such Lender or any Lender Affiliate may be applied to or set off by such Lender against the payment of the Xxxxxx Switzerland Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of Xxxxxx Switzerland to such Lender; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 §5.14 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 Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff;. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BGI, XXXXXX GERMANY, XXXXXX LUXEMBOURG OR XXXXXX SWITZERLAND, AS THE CASE MAY BE, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each Secured Party of the Lenders agrees promptly with each other Lender that if such Lender shall receive from BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such Lender by proceedings against BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to notify the Borrower payment of the Note or Notes held by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that amount restored to the failure to give such notice shall not affect the validity extent of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haverecovery, but without interest.

Setoff. In addition to the event that any rights and remedies obligation of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, Guarantor now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand existing under this Agreement or any other Loan Document shall have become due and although payable, after an Event of Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to the Guarantor, to set off against and apply to such Obligations may due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by the Guarantor with the Lender. Such right shall be contingent absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to the Guarantor is absolute or contingent, matured or 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 a currency the same or different from that currencies, and regardless of the applicable deposit existence or Indebtedness; provided that adequacy of any other direct or indirect security or any other right or remedy available to such Lender. Nothing in the event that this Agreement or any Defaulting Lender other Loan Document shall exercise be deemed a waiver of or restriction on any such right of setoff, (x) all amounts so set off shall be paid over immediately setoff or banker’s lien available to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting any Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are 5.8, at law or otherwise. The Guarantor hereby agrees that any affiliate of any Lender, and any holder of a participation in addition to other rights and remedies (including other any Guaranteed Obligations of the Guarantor under this Agreement, shall have the same rights of setoff) that 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 Administrative Agent and such Secured Party may haveGuarantor).

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its their own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, such Lender, such L/C Issuer or such Lender Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Agent or its Affiliates, such Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent each Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent such Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Administrative Agent and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and the Administrative Agent and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and and. other Indebtedness at any time owing by, such Lender and its Affiliates or the Administrative Agent and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or the Administrative Agent and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting . Each Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to and the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or the Administrative Agent, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and Code unless such Subsidiary (yi) the Defaulting Lender shall provide promptly to the Administrative Agent is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings or (ii) is a Loan Party. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Specified Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary that is a CFC or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition Subject to the terms of this Section 21, Assignor hereby grants to Agent and each of the Lenders, a lien, security interest and right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any entity under the control of Agent or Lender or in transit to any rights of them. At any time, from and remedies of the Lenders provided by Law, upon after the occurrence of and during the continuance of any an Event of Default, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower Agent or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to Lender may set off the same or any part thereof and apply the same to any liability or obligation of Assignor even though unmatured and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account regardless of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under adequacy of any other Loan Document, now or hereafter existing, irrespective collateral securing the Loan. Within five (5) Business Days of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after making any such set-off and application made by such Secured Party; providedoff, howeverAgent agrees to notify Assignor thereof, provided that the failure by Agent to give such notice shall not affect the validity of such setoff and applicationset-off. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ASSIGNOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final), regardless of currency, maturity, or the branch where such deposits are held, but excluding any payroll, employee benefit, fiduciary, trust and tax withholding accounts used exclusively for such purposes) or other than deposits sums credited by or due from any Lender or any Affiliate thereof to any Credit Party and any securities or other property of such parties in fiduciary accounts as the possession of such Lender or any Affiliate may, without notice to which Borrower or any other Credit Party (any such notice being expressly waived by Borrower) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or any other Credit Party to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Loan Party is acting as fiduciary for another Person who is not a Loan Borrower or any Credit Party, at any time held bywhether by voluntary payment, exercise of the right of setoff, or otherwise, and other Indebtedness at shall retain and apply to the payment of the Loan or Notes held by such Lender any time owing byamount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Loans held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or for the credit or the account otherwise as shall result in each Lender receiving in respect of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under Loans held by it its proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, : (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and Code unless such Subsidiary is not a direct or indirect subsidiary of the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Parent Borrower or any other Loan Party, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in In-debtedness. Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and Code unless such Subsidiary is not a direct or indirect Subsidiary of the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffParent Borrower. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Secured Party Lender is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by each of the Borrower Borrowers (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party Lender hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the BV Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 12.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of any Borrower or any Domestic Subsidiary, it being understood that the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates (including each L/C Issuer and its Affiliates) is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan PartyParty and their respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits ) in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, any currency at any time held by, and other Indebtedness in any currency (in each case whether direct or indirect, absolute or contingent, matured or unmatured) at any time held or owing by, such Lender and its Affiliates (including such L/C Issuer and its Affiliates), to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates (including such L/C Issuer and its Affiliates) hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates (including each L/C Issuer and its Affiliates) shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates (including such L/C Issuer and its Affiliates), as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and Code unless such Subsidiary is not a Subsidiary of the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffCompany. Each Secured Party Lender (including each L/C Issuer) agrees promptly to notify the Borrower and the Administrative Agent after any such set-off setoff and application made by such Secured PartyLender (including such L/C Issuer); provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender (including each L/C Issuer) under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party Lender (including such L/C Issuer) may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any AMERICAS 112057218 v3 184 [AM_ACTIVE 404836320_6] #99361848v2 deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the any Borrower or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), ) (other than deposits amounts held in fiduciary (i) payroll or Tax withholding accounts, (ii) employee benefit accounts, (iii) trust ac-counts, or (iv) escrow accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, or similar security deposit accounts) at any time held by, and other Indebtedness at any time owing byto, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the any Borrower or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing byto, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its -173173- Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights now or hereafter granted under Applicable Law and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Secured Party is Lender, any participant with such Lender in the Loans and each Affiliate of each Lender are hereby authorized by the Borrower at any time and or from time to time time, without prior notice to the Borrower or to any other Loan PartyPerson, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawhereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or final), unmatured) and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, indebtedness at any time held by, and other Indebtedness at or owing by any time owing by, such Lender or any Affiliate of any Lender or any participant to or for the credit or the account of the respective Loan Parties Borrower against any and all on account of the Secured Obligations owing to such Secured Party hereunder irrespective or under any other Loan Document, now or hereafter existing, irrespective of whether or not such not (a) Agent or such Lender shall have made any demand under this Agreement or any other of the Loan Document Documents, or (b) the Agent or such Lender shall have declared any or all of the Secured Obligations to be due and payable as permitted by Section 13.2 and although such Secured Obligations may shall be contingent or unmatured or denominated in a currency different from unmatured. Notwithstanding the foregoing, (i) each Lender (other than NationsBank) agrees that it shall not, without the express consent of the applicable deposit Required Lenders, exercise its setoff rights hereunder against any accounts of Borrower now or Indebtedness; provided that in hereafter maintained with such Lender or any Affiliate of such Lender and (ii) 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders agree that the Agent or any Lender shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its respective setoff rights hereunder against any accounts of Borrower now or hereafter maintained with the Agent, such Lender or any Affiliate of any of them. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made extent required by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have16.24.

Setoff. In addition to any rights From and remedies of the Lenders provided by Law, upon after the occurrence of any Event of Default and during the continuance thereof, in addition to (and not in limitation of) any rights now or hereafter granted under Applicable Law to Administrative Agent, any Lender, or, subject to the provisions of Section 13.1(d), any Participant, each subsequent holder of any Event of Defaultthe Obligations, and each Secured of their respective Affiliates (collectively, for purposes of this Section 15.6, the “Setoff Parties” and, individually, a “Setoff Party”), is hereby authorized by each Credit Party is authorized at any time to setoff and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off appropriate and apply any and all deposits (general or special, time or demand, provisional including Debt evidenced by certificates of deposit, in each case, whether matured or final)un-matured, but excluding (x) any amounts held by any Setoff Party in any escrow payroll, trust, tax or fiduciary account and (y) without the prior consent of Administrative Agent, any Collection Account, and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, Debt at any time held by, and other Indebtedness at or owing by any time owing by, such Lender Setoff Party to or for the credit or the account of any Credit Party, against the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existingas provided in this Agreement, irrespective of whether (a) any demand for such Obligations has been made; or not (b) the Obligations have been accelerated as contemplated in Section 11.2; or (c) such Agent Obligations are contingent or such Lender un-matured. Any sums obtained by any Setoff Party shall have made demand be subject to the requirements for application of payments to the Obligations as set forth in this Agreement. The rights granted to each Setoff Party under this Agreement Section 15.6 may be exercised at any time or from time to time, without notice to any Credit Party or any other Loan Document Person, except that each Setoff Party shall notify Administrative Agent promptly (but in any event within one (1) Business Day) after exercising such right of setoff, specifying the amount thereof. Each Credit Party hereby waives any right that it may have as a matter of Applicable Law to any such notice. In addition to the foregoing, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of notwithstanding any provision hereof to the applicable deposit or Indebtedness; provided that contrary, 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 2.20 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In Subject to the terms of the Intercreditor Agreements, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or the L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting . Each 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent Agents after any such set-off setoff and application made by such Secured PartyLender or the L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that any recovery by any Lender, the L/C Issuer or any Affiliate pursuant to its setoff rights under this section 10.09 is subject to the provisions of Section 8.04(d). The rights of each Administrative Agent, each Lender and the Administrative Agent and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender and the Administrative Agent and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower Company and the applicable Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the each Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the such Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.. 232 #95598837v24

Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, the Administrative Agent and each Secured Party Lender is hereby authorized at any time and or from time to time time, without prior presentment, demand, protest or other notice of any kind to the Borrower or any other Loan PartyGrantor, any such notice being hereby expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party) Grantor to the fullest extent permitted by Lawapplicable law, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at ) and any time held by, and other Indebtedness at any time held or owing by, by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or such Lender wherever located) to or for the credit or the account of any Grantor against and on account of the respective Loan Parties against any Obligations of such Grantor then due and all Obligations owing payable to the Administrative Agent or such Secured Party hereunder Lender under this Agreement or under any of the other Loan Credit Documents, including, without limitation, all interests in Obligations of the Borrowers purchased by such Lender pursuant to Section 12.4(b) of the Credit Agreement, and all other claims of any nature or description then due and payable arising out of or connected with this Agreement or any other Credit Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender shall have made any demand under this Agreement hereunder and although said deposits or Indebtedness owing by the Administrative Agent or such Lender, or any other Loan Document and although such Obligations may of them, shall be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting unmatured. The Administrative Agent and each Lender shall exercise notify such Grantor promptly of any such right of setoff, (x) all amounts so set off shall be paid over immediately to setoff and the application made by the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lendersproceeds thereof, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 8.6 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that which the Administrative Agent and or such Secured Party Lender may have.

Setoff. In addition to any rights and remedies of the Lenders Lender provided by Lawlaw, upon the occurrence and during the continuance of any if an Event of DefaultDefault has occurred and is continuing or the Obligations have been accelerated, each Secured Party Lender is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan PartyBorrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawlaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness indebtedness at any time owing by, such Lender or any of its Affiliates, including, without limitation, amounts pursuant to any preferential right to purchase or market Subject Hydrocarbons and any Hedging Agreements to or for the credit or the account of the respective Loan Parties Borrower, against any and all Obligations owing to such Secured Party hereunder or under Lender and any other Loan Documentof its Affiliates, 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 and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffunmatured, (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 2.20 and, pending as security for such paymentObligations, shall be segregated by such Defaulting Borrower hereby grants to Lender from and any of its other funds Affiliates a continuing security interest in, any and deemed held in trust for the benefit all balances, credits, deposits, accounts or moneys of the Administrative Agent and the Lenders, and (y) the Defaulting Borrower then or thereafter maintained with Lender. Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off setoff and application made by such Secured PartyLender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Lender and each Secured Party its Affiliates under this Section 10.09 are in addition to other rights and remedies (including other rights of setoffsetoff under applicable law or otherwise) that the Administrative Agent which Lender and such Secured Party its Affiliates may have.

Setoff. To the extent DR Investor or the Company ------ and/or their respective successors ("DRI Entities") suffer or incur any direct out-of-pocket damages (but not any consequential, special or exemplary damages or damages for lost sales or loss of reputation or goodwill) ("Direct Damages") as a result of or arising out of a breach by JF Investor of any of the covenants contained in this Partnership Agreement, the DRI Entities may withhold and set off any such Direct Damages against any payments due to JF Investor under this Partnership Agreement and up to thirty percent (30%) of each payment due to JF Investor, PCo. and SCE under any other agreement between any DRI Entity, on the one hand, and JF Investor, SCE or PCo. on the other hand, including, without limitation, the Bylaws and any Related Agreement. In addition addition, to the extent any money damages are awarded by an arbitral tribunal or a court of competent jurisdiction to any rights and remedies DRI Entity for a breach by JF Investor of any of the Lenders provided covenants contained in this Partnership Agreement, the DRI Entities may satisfy such award by Lawwithholding and offsetting against such damages any payments due to JF Investor under this Partnership Agreement and up to thirty percent (30%) of each payment due to JF Investor, upon PCo. or SCE under any other agreement between any DRI Entity, on the occurrence one hand, and during JF Investor, SCE or PCo. on the continuance other hand, including, without limitation, the Bylaws and any Related Agreement, to the extent not already withheld and offset pursuant to the preceding sentence. Notwithstanding anything to the contrary set forth in this Partnership Agreement, the DRI Entities may not withhold or offset against Direct Damages or awarded money damages any payments made in respect of the Put. Price, Call Price, dividends payable to JF Investor (or its permitted successors) pursuant to this Partnership Agreement or the Bylaws or the Purchase Price (as defined in the JF Asset Purchase Agreement). No DRI Entity shall be required to use any Event of Defaultremedy set forth in this section, each Secured Party is authorized and the DRI Entities may pursue any other methods permitted by law (subject to Section 12.3, specifying arbitration as the final dispute resolution mechanism with respect to this Partnership Agreement) to recover such Direct Damages or other damages at any time and from time to time without prior notice to until they receive the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account full amount of the respective Loan Parties against any and all Obligations owing such damages. The rights granted pursuant to such Secured Party hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect in any way the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party DRI Entities to pursue the other remedies set forth in this Partnership Agreement. DR Investor shall provide JF Investor with written notice at the time of exercise by DR Investor or any DR Entity of any of their rights under this Section 10.09 are in addition Section, specifying the amount withheld or setoff and the amount and kind of Direct Damages or awarded money damages to other rights and remedies (including other rights of setoff) that the Administrative Agent and which such Secured Party may havewithholding or setoff relates.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Table of Contents Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and Code unless such Subsidiary is not a direct or indirect subsidiary of the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and Agent, each Secured Party Lender under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and Agent, such Secured Party Lender may have.

Setoff. In addition to any rights From and remedies of the Lenders provided by Law, upon after the occurrence of any Event of Default and during the continuance thereof, in addition to (and not in limitation of) any rights now or hereafter granted under Applicable Law to Administrative Agent, LC Issuer, any Lender, or, subject to the provisions of Section 13.1(d), any Participant, each subsequent holder of any Event of Defaultthe Obligations, and each Secured of their respective Affiliates (collectively, for purposes of this Section 15.6, the “Setoff Parties” and, individually, a “Setoff Party”), is hereby authorized by each Credit Party is authorized at any time to setoff and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off appropriate and apply any and all deposits (general or special, time or demand, provisional including Debt evidenced by certificates of deposit, in each case, whether matured or final)un-matured, but excluding (x) any amounts held by any Setoff Party in any escrow payroll, trust, tax or fiduciary account and (y) without the prior consent of Administrative Agent, any Collection Account, and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, Debt at any time held by, and other Indebtedness at or owing by any time owing by, such Lender Setoff Party to or for the credit or the account of any Credit Party) against the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existingas provided in this Agreement, irrespective of whether (a) any demand for such Obligations has been made; or not (b) the Obligations have been accelerated as contemplated in Section 11.2; or (c) such Agent Obligations are contingent or such Lender un-matured. Any sums obtained by any Setoff Party shall have made demand be subject to the requirements for application of payments to the Obligations as set forth in this Agreement. The rights granted to each Setoff Party under this Agreement Section 15.6 may be exercised at any time or from time to time, without notice to any Credit Party or any other Loan Document Person, except that each Setoff Party shall notify Administrative Agent promptly (but in any event within one (1) Business Day) after exercising such right of setoff, specifying the amount thereof. Each Credit Party hereby waives any right that it may have as a matter of Applicable Law to any such notice. In addition to the foregoing, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of notwithstanding any provision hereof to the applicable deposit or Indebtedness; provided that contrary, 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 2.20 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, LC Issuer, Swing Line Lender and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies Liens granted under any of the Lenders provided by Loan Documents and any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Secured Party their respective Affiliates) is hereby authorized by Borrowers at any time and from time to time that an Event of Default exists, without prior notice to the Borrower Borrowers or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawhereby expressly waived), to set off and to appropriate and apply any and all deposits (deposits, general or special, time special (including certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts), ) and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, Debt at any time held by, and other Indebtedness at any time or owing by, by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the respective Obligations of Borrowers arising under the Loan Parties against Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Required Lenders, and that it shall (y) the Defaulting Lender shall provide promptly to the Administrative extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against Agent a statement describing in reasonable detail or any Lender for any setoff made without the Obligations owing to such Defaulting Lender as to which it exercised such right consent of setoff. Each Secured Party agrees promptly to notify the Borrower Required Lenders and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of to the Administrative Agent and each Secured Party under this extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have13.5.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault or Prepayment Trigger Event shall have occurred and be continuing, each Secured Syndication Party and each of its Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender Syndication Party or any such Affiliate, to or for the credit or the account of the respective Loan Parties any Obligor against any and all Obligations owing to such Secured Party hereunder of the obligations of any Obligor now or hereafter existing under this Credit Agreement or any other Loan Document, now Document to such Syndication Party or hereafter existingits Affiliates, irrespective of whether or not such Agent Syndication Party or such Lender Affiliate shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of such Obligor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Syndication Party different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender Syndication Party 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 2.20 15.29 and, pending such payment, shall be segregated by such Defaulting Lender Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent and the LendersSyndication Party, and (y) the Defaulting Lender Syndication Party shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Bank Debt owing to such Defaulting Lender Syndication Party as to which it 87 exercised such right of setoff. The rights of each Syndication Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Syndication Party or its Affiliates may have. Each Secured Syndication Party agrees promptly to notify the Borrower relevant Obligor and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Partyapplication; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition If any Buyer Indemnitee is entitled to any rights and remedies indemnification in accordance with this Article 9 in an amount in excess of the Lenders provided by Lawthen-remaining Indemnification Escrow Amount available for distribution, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time then Buyer shall be required to time without prior notice to the Borrower or any other Loan Party, recover any such notice being waived by amounts due from the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Seller Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or by setting off such amounts first solely against the Promissory Note, and then the Consulting Agreement however without prejudice to any other Loan Document and although such Obligations legal remedies Buyer may be contingent or unmatured or denominated in a currency different from that have under the Agreement. Buyer shall provide notice of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any of such right of setoff, (x) all amounts so set off to the Seller Parties. The exercise of such right of set off by Bxxxx will not constitute a breach of this Agreement. Neither the exercise nor the failure to exercise such right of set off will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. 11. Buyer shall retain the brand for the waste hauling business as Standard Waste Services in the Metro Detroit market after the closing. 12. This Amendment and the Agreement (including the Disclosure Schedules and the Exhibits attached hereto, which are deemed for all purposes to be part of this Agreement), the other documents delivered pursuant to this Amendment, the Agreement, and the Confidentiality Agreement, contain all of the terms, conditions and representations and warranties agreed upon or made by the Parties relating to the subject matter of this Agreement and the businesses and operations of the Company and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the Parties or their respective Representatives, whether oral or written, respecting such subject matter. Upon the Closing, the Confidentiality Agreement shall hereby automatically terminate without any further action by the Parties and shall be paid over immediately of no further force or effect. 13. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the Administrative Agent same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., wxx.xxxxxxxx.xxx) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for further application all purposes. 14. This Amendment and any claim or controversy hereunder shall be governed by and construed in accordance with the Laws of the State of Michigan without giving effect to the principles of conflict of laws thereof. 15. The Parties have participated jointly in the negotiation and drafting of this Amendment. In the event of an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveAmendment.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Secured Syndication Party and the Letter of Credit Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender Syndication Party, the Letter of Credit Bank, or any such Affiliate, to or for the credit or the account of the respective Loan Parties Borrower against any and all Obligations owing to such Secured Party hereunder of the obligations of Borrower now or hereafter existing under this Credit Agreement or any other Loan DocumentDocument to such Syndication Party, now the Letter of Credit Bank or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent Syndication Party, the Letter of Credit Bank or such Lender Affiliate shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of Borrower may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Syndication Party or the Letter of Credit Bank different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender Syndication Party 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 2.20 15.30 and, pending such payment, shall be segregated by such Defaulting Lender Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent Agent, the Letter of Credit Bank, and the LendersSyndication Party, and (y) the Defaulting Lender Syndication Party shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Bank Debt owing to such Defaulting Lender Syndication Party as to which it exercised such right of setoff. The rights of each Syndication Party, the Letter of Credit Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Syndication Party, the Letter of Credit Bank or their respective Affiliates may have. Each Secured Syndication Party and the Letter of Credit Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Partyapplication; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies Liens granted under any of the Lenders provided by Loan Documents and any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Secured Party their respective Affiliates) is hereby authorized by Borrower at any time and from time to time that an Event of Default exists, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Partyhereby expressly waived) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts), ) and any other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, Debt at any time held by, and other Indebtedness at any time or owing byby Agent, such Lender or any of their Affiliates to or for the credit or the account of Borrower against and on account of the respective Obligations of Borrower arising under the Loan Parties against Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Required Lenders, and that it shall (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail extent that it is lawfully entitled to do so) upon the Obligations owing to request of the Required Lenders, exercise its setoff rights hereunder against any accounts of Borrower now or hereafter maintained with Agent, such Defaulting Lender as to which it exercised such right or any Affiliate of setoff. Each Secured Party agrees promptly to notify the any of them, but Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of to the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveextent required by SECTION 12.5.

Setoff. In addition to any rights and remedies of the Administrative Agent and Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party the Administrative Agent and Lender is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan PartyBorrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party the Borrower is acting as fiduciary for another Person who is not a Loan PartyPerson, at any time held by, and other Indebtedness at any time owing by, such the Administrative Agent or Lender to or for the credit or the account of the respective Loan Parties Borrower against any and all Obligations owing to such Secured Party the Administrative Agent or Lender hereunder or under any other Loan Document, now as of the Closing Date or hereafter thereafter existing, irrespective of whether or not such the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the . Each Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Partythe Administrative Agent or Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Secured Party Lender is authorized at any time and from time to time time, without prior notice to the Borrower Company or any other Loan Party, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party Lender hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that that, in the event that any Defaulting Lender shall exercise case of any such right deposits or other Indebtedness for the credit or the account of setoffany Foreign Subsidiary, (x) all amounts so such set off shall may only be paid over immediately to the Administrative Agent for further application in accordance with the provisions against any Obligations of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffForeign Subsidiaries. Each Secured Party Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition If and to the extent any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultpayment is not made when due hereunder, each Secured Credit Party is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender Credit Party to or for the credit or the account of the respective Loan Parties Guarantor against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, of the obligations of Guarantor now or hereafter existingexisting under this Guaranty to such Credit Party, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Obligations obligations of Guarantor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Credit Party different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 2.15 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenderseach Credit Party, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit Party under this Section are in addition to other rights and remedies (including other rights of setoff) that such Credit Party may have. Each Secured Credit Party agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setsetoff and 4877-off and application made by such Secured Party; provided6131-2829 v.16 Exhibit E – Page 5 application, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any The Company agrees for itself and each other Loan Party that the Administrative Agent, each Lender and the Issuing Lender have all rights of set-off and remedies of the Lenders bankers’ lien provided by Lawapplicable law, upon and in addition thereto, the occurrence Company, for itself and during the continuance of any each other Loan Party. If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent, each Secured Party Lender, the Issuing Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby the Administrative Agent, such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the respective Company or any other Loan Parties Party against any and all Obligations owing to of the obligations of the Company or such Secured Loan Party hereunder now or hereafter existing under this Agreement or any other Loan DocumentDocument to the Administrative Agent, now such Lender or hereafter existingthe Issuing Lender, irrespective of whether or not such Agent the Administrative Agent, Lender or such the Issuing Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Company or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of the Administrative Agent, such Lender or the Issuing Lender different from that the branch or office holding such deposit or obligated on such indebtedness. The rights of the applicable deposit Administrative Agent, each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, the Issuing Lender or Indebtedness; their respective Affiliates may have. The Administrative Agent, each Lender and the Issuing Lender agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that in the failure to give such notice shall not affect the validity of such setoff and application. 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 2.20 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender, the Administrative Agent Issuing Lender and each Secured Party their respective Affiliates under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Administrative Agent and such Secured Party Issuing Lender or their respective Affiliates may have. The provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Company pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in this Agreement or the Guaranty and Collateral Agreement, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Setoff. In addition (a) Subject to Section 9.7(b), if any indemnification payment obligation of any of the Seller Parties pursuant to this ARTICLE 9 with respect to any rights and remedies of the Lenders provided Damages suffered or incurred by Lawany Purchaser Indemnified Person is not paid when due, upon the occurrence and during the continuance of any Event of Defaultthen Purchaser shall be entitled, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawbut not obligated, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another recover such amounts from such Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or by setting off such amounts against any other Loan Document Earn-out Payment owed to such Seller Party and/or any amount owed to such Seller Party pursuant to Section 2.7 (and although each Seller Party agrees to take all such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise action to cause Seller Party to enable 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party); provided, however, that the failure prior to give such notice shall not affect the validity of such setoff and application. The Purchaser exercising its rights of the Administrative Agent and each Secured Party under this Section 10.09 9.7(a), Purchaser shall first provide written notice to the Seller Representative of Purchaser’s intent to exercise its rights under this Section 9.7(a) and the Seller Party shall have the right to pay to the applicable Indemnified Person the amount of such Damages (i) within thirty (30) days of receipt of such notice if the Damages claimed by Purchaser are not disputed in addition accordance with Section 9.7(b) below or (ii) within thirty (30) days of a final resolution as set forth in Section 9.7(b) below. (b) If the Seller Party disagrees with any Damages claimed by any Purchaser Indemnified Person that are to other rights be setoff in accordance with Section 9.7(a), the Seller Representative may, within thirty (30) days after the Seller Representative’s receipt of the notice described in Section 9.7(a) (the “Setoff Notification Period”), notify Purchaser in writing of such disagreement by setting forth the Seller Representative’s calculation of the applicable amounts in dispute and remedies describing in reasonable detail the basis for such disagreement (including other rights an “Setoff Objection Notice”). If a Setoff Objection Notice is not delivered to Purchaser prior to the expiration of setoffthe Setoff Notification Period, then the Damages claimed by such Purchaser Indemnified Person may be setoff in accordance with Section 9.7(a). If a Setoff Objection Notice is delivered to Purchaser prior to the expiration of the Setoff Notification Period, then the Seller Representative and Purchaser shall negotiate in good faith to resolve their disagreements with respect to the items set forth in such Setoff Objection Notice. If the Seller Representative and Purchaser are unable to resolve all such disagreements within thirty (30) that days after Purchaser’s receipt of the Administrative Agent Setoff Objection Notice, either Purchaser or Seller Representative may bring suit to resolve the matter in accordance with Section 11.6. Until a final resolution is reached, either by agreement of the Purchaser and Seller Representative or resolution of a suit, Purchaser shall be entitled to withhold the amount in dispute from any Earn-out Payment owed to such Secured Seller Party as may havebe liable.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan PartyHoldings, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Company or any other Loan Party, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that that, in the event that any Defaulting Lender shall exercise case of any such right deposits or other Indebtedness for the credit or the account of setoffany Foreign Subsidiary, (x) all amounts so such set off shall may only be paid over immediately to the Administrative Agent for further application in accordance with the provisions against any Obligations of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffForeign Subsidiaries. Each Secured Party Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers' obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii), it being understood that the foregoing provisions of this sentence shall not limit any rights or remedies which any Lender or its Affiliates may have with respect to the Overdraft Loan Facility.

Setoff. In addition Subject to the terms of this Section j, Assignor hereby grants to Agent and each of the Lenders, a lien, security interest and right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any entity under the control of Agent or any Lender, or in transit to any rights of them. At any time, from and remedies of the Lenders provided by Law, upon after the occurrence of and during the continuance of any an Event of Default, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower Agent or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to Lender may set off the same or any part thereof and apply the same to any liability or obligation of Assignor even though unmatured and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account regardless of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under adequacy of any other Loan Document, now or hereafter existing, irrespective collateral securing the Loan. Within five (5) Business Days of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after making any such set-off and application made by such Secured Party; providedoff, howeverAgent agrees to notify Assignor thereof, provided that the failure by Agent to give such notice shall not affect the validity of such setoff and applicationset-off. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ASSIGNOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Secured Syndication Party and each of its Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender Syndication Party or any such Affiliate, to or for the credit or the account of the respective Loan Parties Borrower against any and all Obligations owing to such Secured Party hereunder of the obligations of Borrower now or hereafter existing under this Credit Agreement or any other Loan Document, now Document to such Syndication Party or hereafter existingits Affiliates, irrespective of whether or not such Agent Syndication Party or such Lender Affiliate shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of Borrower may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Syndication Party different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender Syndication Party 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 2.20 15.30 and, pending such payment, shall be segregated by such Defaulting Lender Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent and the LendersSyndication Party, and (y) the Defaulting Lender Syndication Party shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Bank Debt owing to such Defaulting Lender Syndication Party as to which it exercised such right of setoff. The rights of each Syndication Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Syndication Party or its Affiliates may have. Each Secured Syndication Party agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Partyapplication; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated an apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is Foreign Subsidiary that is a CFC or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held -406- #94164975v6 Exhibit 10.14 or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit -407- #94164975v6 Exhibit 10.14 credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Parent Borrower or any other Loan Party, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and Code unless such Subsidiary is not a direct or indirect Subsidiary of the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffParent Borrower. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) up to 65% of each class of Equity Interests of a Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such an asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any rights and remedies of the Lenders provided by Law, but subject to Section 5.5 of the Security Agreement, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.04(b).

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault or Prepayment Trigger Event shall have occurred and be continuing, each Secured Syndication Party and each of its Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender Syndication Party or any such Affiliate, to or for the credit or the account of the respective Loan Parties any Obligor against any and all Obligations owing to such Secured Party hereunder of the obligations of any Obligor now or hereafter existing under this Credit Agreement or any other Loan Document, now Document to such Syndication Party or hereafter existingits Affiliates, irrespective of whether or not such Agent Syndication Party or such Lender Affiliate shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of such Obligor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Syndication Party different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender Syndication Party 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 2.20 15.29 and, pending such payment, shall be segregated by such Defaulting Lender Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent and the LendersSyndication Party, and (y) the Defaulting Lender Syndication Party shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Bank Debt owing to such Defaulting Lender Syndication Party as to which it exercised such right of setoff. The rights of each Syndication Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Syndication Party or its Affiliates may have. Each Secured Syndication Party agrees promptly to notify the Borrower relevant Obligor and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Partyapplication; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to to, and without limitation of, any rights of Administrative Lender and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if Company becomes insolvent, however evidenced, or any Event of DefaultDefault occurs and is continuing, each Secured Party is authorized at any time and indebtedness from Administrative Lender or Lenders to Company (including, without limitation, funds of Company on deposit with Administrative Lender or Lenders which have not yet been collected or which are not yet available in accordance with Administrative Lender's or Lenders' availability schedules from time to time without prior notice to in effect) may be offset and applied toward the Borrower or any other Loan Partypayment of the Obligations, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account ratable benefit of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of Lenders whether or not such Agent or such Lender shall have made demand under this Agreement the Obligations, or any other Loan Document and although such Obligations may part hereof, shall then be contingent or unmatured or denominated in a currency different from that due. =============================================================================== THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. =============================================================================== IN WITNESS WHEREOF, the undersigned have executed this Security Agreement as of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffdate first above written. By: Its: 0000 Xxxxxx Xxxxxx, (x) all amounts so set off shall be paid over immediately Xxxxx 0000 Xxxxxxxxx, Xxxxxx 00000-0000 General Communication, Inc. - Form 8-K Page 145 EXHIBIT D COMPLIANCE CERTIFICATE To: The Banks parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit Agreement (as amended, restated, or otherwise modified from time to time, the "Agreement") dated as of April 26, 1996 among GCI Communication Corp. (the "Company"), the banks party thereto and NationsBank of Texas, N.A. as Administrative Agent for further application the Banks. Unless otherwise defined herein, the terms used in accordance with this Compliance Certificate have the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held meanings ascribed thereto in trust for the benefit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected of the Administrative Agent Company; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Parent, the Company and the LendersSubsidiaries during the accounting period covered by the attached financial statements, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender dated as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.;

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its their own behalf and on behalf of each Loan PartyParty and its respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, such Lender, such L/C Issuer or such Lender Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Agent or its Affiliates, such Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent that is not itself a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent each Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent such Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights now or hereafter granted under applicable Law and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any Default or Event of Default, each Secured Party Lender, the Collateral Agent and each subsequent holder of any Note and any Affiliate thereof is hereby authorized by the Borrower and the Guarantors at any time and or from time to time time, without prior notice to the Borrower or any other Loan PartyGuarantor, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawhereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or demand, provisional unmatured) and any other Indebtedness or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, obligations at any time held by, and other Indebtedness at any time or owing byby the Collateral Agent, such Lender Lender, such subsequent holder or such Affiliate to or for the credit or the account of the respective Loan Parties Borrower or such Guarantor against any and all Obligations owing on account of the obligations and liabilities of the Borrower or such Guarantor to such Secured Party hereunder or the Lenders under any this Agreement, the Notes and the other Loan DocumentDocuments, now including, but not limited to, all claims of any nature or hereafter existingdescription arising out of or connected with this Agreement, the Notes, the Guarantees or the other Loan Documents, irrespective of whether or not (a) the Collateral Agent, such Agent Lender, such subsequent holder or such Lender Affiliate shall have made any demand under this Agreement hereunder or (b) the Collateral Agent, such Lender, such subsequent holder or such Affiliate shall have declared the principal of or the interest on its portion of the Loans and its Notes and other amounts due hereunder to be due and payable as permitted by Section 7 and although said obligations and liabilities, or any other Loan Document and although such Obligations of them, may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveunmatured.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party Lender hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured PartyLender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary does not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower's obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any Liens granted under the Loan Documents and any rights and remedies of the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence occur rence and during the continuance of any Event of Default, each Secured Party Lender and any Affiliate of any Lender is hereby authorized by the Borrower at any time and or from time to time time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Partyhereby expressly waived) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at ) and any time held by, and other Indebtedness at any time held or owing by, by such Lender or any of its Affiliates to or for the credit or the account of the respective Loan Parties Borrower against and on account of the Obligations of the Borrower to such Lender or any of its Affiliates, including, but not limited to, all Loans and Letters of Credit and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such Agent or (i) such Lender shall have made any demand under this Agreement hereunder or any (ii) the Payment and Disbursement Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other Loan Document amounts due hereunder to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from unmatured. Each Lender agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Requisite Lenders, and (y) the Defaulting Lender shall provide promptly that it shall, to the Administrative Agent a statement describing in reasonable detail extent it is lawfully entitled to do so, upon the Obligations owing to such Defaulting Lender as to which it exercised such right request of setoff. Each Secured Party agrees promptly to notify the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower and the Administrative Agent after now or hereafter maintained with such Lender or any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveAffiliate.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Parent Borrower or any other Loan Party, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)final but excluding any account designated as held for the benefit of any Governmental Authority, employees under any benefit plan (other than deposits a rabbi trust) or in fiduciary accounts as to which escrow for the benefit of a Loan Party is acting as fiduciary for another Person who is not a Loan Party, non-Affiliate of the Parent Borrower) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender, L/C Issuer or Affiliate of a Lender or L/C Issuer shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from its other funds and deemed held in trust Lender, L/C Issuer or Affiliate, as the case may be, to or for the benefit credit or the account of any Foreign Subsidiary of a U.S. Loan Party against the Obligations of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffParent Borrower or any other U.S. Loan Party. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Agent and its Affiliates, each Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its their own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) (other than any payroll, trust and tax accounts) at any time owing by, such Agent and its Affiliates or such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party hereunder Agent and its Affiliates, such Lender and its Affiliates or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or Agent, such Lender such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Agent or its Affiliates, such Lender from or its other funds and deemed held in trust Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Agent, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party Agent, such Lender may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by MVWC and the Borrower Borrowers (each on its own behalf and on behalf of each Loan PartyParty and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Partybut excluding any payroll, trust, or tax withholding accounts) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Secured Party Bank and each of its affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender Bank or any such affiliate to or for the credit or the account of the respective Borrower or any other Loan Parties Party against any and all Obligations owing to of the obligations of Borrower or such Secured Loan Party hereunder now or hereafter existing under this Agreement or any other Loan Document, now Document to such Bank or hereafter existingany such affiliate, irrespective of whether or not such Agent or such Lender Bank shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Bank different from that of the applicable branch or office holding such deposit or Indebtedness; provided that obligated on such indebtedness. The rights of each Bank and their respective affiliates under this Section are in the event that any Defaulting Lender shall exercise any such right addition to other rights and remedies (including other rights of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending that such payment, shall be segregated by such Defaulting Lender from Bank or its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffrespective affiliates may have. Each Secured Party Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Party; providedapplication, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Agent and its Affiliates and each Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates and such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Agent and its Affiliates or such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter #95787455v10 existing, irrespective of whether or not such Agent Agent, such Lender or such Lender Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, none of each Agent and its Affiliates and each Lender and its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Agent or its Affiliates and such Lender from or its other funds and deemed held in trust Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lendersany Subsidiary of a Loan Party that is a Foreign Subsidiary, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffCFC or FSHCO. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative each Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative such Agent and such Secured Party Lender may have.

Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Secured Party Lender and each of their respective Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender or any such Affiliate, to or for the credit or the account of the respective Borrower or any other Loan Parties Party against any and all Obligations owing to of the obligations of the Borrower or such Secured Loan Party hereunder now or hereafter existing under this Agreement or any other Loan Document, now Document to such Lender or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent Lender or such Lender Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency Lending Installation or Affiliate of such Lender different from that of the applicable Lending Installation or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; 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 2.20 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Partyapplication; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by Holdings and the Borrower Borrowers (each on its own behalf and on behalf of each Loan PartyParty and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Partybut excluding any payroll, trust, or tax withholding accounts) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any other rights and remedies of the Lenders provided by Lawwhich any Lender Party may have under applicable law, upon the occurrence and during the continuance of any an Event of DefaultDefault hereunder, each Secured Lender Party shall have a right to apply any Loan Party’s property held by it to reduce the Obligationsand each of their respective Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender Party or any such Affiliate, to or for the credit or the account of the respective Borrower or any other Loan Parties Party against any and all Obligations owing to obligations of the Borrower or such Secured Loan Party hereunder or under any other Loan Document, now or hereafter existingexisting under this Agreement or any Other Document to such Lender Party or their respective Affiliates, irrespective of whether or not such Agent Lender Party or such Lender Affiliate shall have made any demand under this Agreement or any other Loan Other Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender Party different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; 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 2.20 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Party or their respective Affiliates may have. Each Secured Lender Party agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Partyapplication; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and Code unless such Subsidiary is not a direct or indirect Subsidiary of the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and Agent, each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and Agent, such Secured Party Lender may have. Notwithstanding the foregoing, no amounts set off with respect to any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

Setoff. In addition to any Liens granted under the Loan Documents and any rights and remedies of the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time and or from time to time time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Partyhereby expressly waived) to the fullest extent permitted by Law, combine accounts or to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at ) and any time held by, and other Indebtedness at any time held or owing byby such Lender, such Lender Issuing Bank or any of their Affiliates to or for the credit or the account of such Borrower against and on account of the respective Loan Parties against Obligations of any Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans and Letters of Credit and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection herewith, irrespective of whether or not such Agent or (i) such Lender or Issuing Bank shall have made any demand under this Agreement hereunder or any (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 other Loan Document amounts due hereunder to be due and although payable as permitted by ARTICLE XI and even though such Obligations may be contingent or unmatured or denominated in unmatured. Each Lender shall give the applicable Borrower notice of any action taken pursuant to this SECTION 14.05 promptly upon the occurrence thereof provided that any failure to do so shall not limit any right of a currency different from Lender to take such action. Each Lender and the Issuing Bank agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Requisite Lenders, and (y) the Defaulting Lender shall provide promptly that it shall, to the Administrative Agent a statement describing in reasonable detail extent it is lawfully entitled to do so, upon the Obligations owing to request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Credit Party or any Borrower Subsidiary now or hereafter maintained with such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after Lender, Issuing Bank or any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity Affiliate of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveLender or Issuing Bank.

Setoff. In addition to any Liens granted under the Loan Documents and any rights and remedies of the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time and or from time to time time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Partyhereby expressly waived) to the fullest extent permitted by Law, combine accounts or to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at ) and any time held by, and other Indebtedness at any time held or owing byby such Lender, such Lender Issuing Bank or any of their Affiliates to or for the credit or the account of such Borrower against and on account of the respective Loan Parties against Obligations of any Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans and Letters of Credit and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection herewith, irrespective of whether or not such Agent or (i) such Lender or Issuing Bank shall have made any demand under this Agreement hereunder or any (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 other Loan Document amounts due hereunder to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in unmatured. Each Lender shall give the applicable Borrower notice of any action taken pursuant to this Section 14.05 promptly upon the occurrence thereof provided that any failure to do so shall not limit any right of a currency different from Lender to take such action. Each Lender and the Issuing Bank agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Requisite Lenders, and (y) the Defaulting Lender shall provide promptly that it shall, to the Administrative Agent a statement describing in reasonable detail extent it is lawfully entitled to do so, upon the Obligations owing to request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Credit Party or any Borrower Subsidiary now or hereafter maintained with such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after Lender, Issuing Bank or any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity Affiliate of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may haveLender or Issuing Bank.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and Code unless such Subsidiary is not a direct or US-DOCS\79529473.13 indirect subsidiary of the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any Liens granted under the Loan Documents and any rights and remedies of the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time and or from time to time time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Partyhereby expressly waived) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at ) and any time held by, and other Indebtedness at any time held or owing byby such Lender, such Lender Issuing Bank or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the respective Loan Parties against Obligations of the Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all Obligations owing to such Secured Party hereunder claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin con nection with this Agreement or the Notes, irrespective of whether or not such Agent or (i) such Lender or Issuing Bank shall have made any demand hereunder or (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 other amounts due hereunder and under this Agreement or any other Loan Document the Notes to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Requisite Lenders, and (y) the Defaulting Lender shall provide promptly that it shall, to the Administrative Agent a statement describing in reasonable detail extent it is lawfully entitled to do so, upon the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights request of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other Requisite Lenders, exercise its setoff rights and remedies (including other rights hereunder against any accounts of setoff) that the Administrative Agent and any Borrower now or hereafter maintained with such Secured Party may haveLender, Issuing Bank or any Affiliate of either of them.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Secured Credit Party and each of their respective Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by Credit Party or any such Lender Affiliate to or for the credit or the account of the respective Loan Parties any Borrower or any of its Subsidiaries against any and all Obligations owing to of the obligations of such Secured Party hereunder Borrower or such Subsidiary now or hereafter existing under this Credit Agreement or any other Loan Document, now Document to such Credit Party or hereafter existingAffiliate, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of such Borrower or Subsidiary may be contingent or unmatured or denominated in are owed to a currency branch or office of such Credit Party different from that of the applicable branch or office holding such deposit or Indebtedness; provided obligated on such indebtedness, 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 2.20 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Credit Party and its Affiliates may have. Each Secured Credit Party agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Party; providedapplication, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. (a) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Agent, each Lender and their respective Affiliates is authorized at any time and from time to time time, without prior notice to the any Borrower or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other 193389590_5 Indebtedness at any time owing by, such Agent, such Lender and/or such Affiliates to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party Agent, such Lender and/or such Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative each Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative such Agent and such Secured Party Lender may have. (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER OR AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY SECTION 10.01 OF THIS AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Secured Party Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, the L/C Issuer or any such Lender Affiliate to or for the credit or the account of the respective any Borrower or any other Loan Parties Party against any and all Obligations owing to of the obligations of such Secured Borrower or such Loan Party hereunder now or hereafter existing under this Agreement or any other Loan Document, now Document to such Lender or hereafter existingthe L/C Issuer, irrespective of whether or not such Agent Lender or such Lender the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of such Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or the L/C Issuer different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that 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 2.20 2.15 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 clxxii CHAR1\1792192v4 Administrative Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Secured Party Lender and the L/C Issuer agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Party; providedapplication, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the applicable Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the each Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the such Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition If and to the extent any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultpayment is not made when due hereunder, each Secured Credit Party is hereby authorized at any time and from time to time without prior notice to the Borrower or any other Loan Partytime, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender Credit Party to or for the credit or the account of the respective Loan Parties Guarantor against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, of the obligations of Guarantor now or hereafter existingexisting under this Guaranty to such Credit Party, irrespective of whether or not such Agent or such Lender Credit Party shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Obligations obligations of Guarantor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Credit Party different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 2.15 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenderseach Credit Party, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit Party under this Section are in addition to other rights and remedies (including other rights of setoff) that such Credit Party may have. Each Secured Credit Party agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set-off setoff and application made by such Secured Party; providedapplication, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Secured Credit Party is and its respective Affiliates are hereby authorized by each Loan Party at any time and or from time to time time, subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without prior notice to the Borrower any Loan Party or to any other Loan PartyPerson (other than Administrative Agent), any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Lawhereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including Indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or finalbut not including trust accounts (in whatever currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at ) and any time held by, and other Indebtedness at any time held or owing by, by such Lender Credit Party and its respective Affiliates to or for the credit or the account of any Loan Party (in whatever currency) against and on account of the respective obligations and liabilities of any Loan Parties against any and all Obligations owing Party to such Secured Credit Party hereunder and its respective Affiliates hereunder, or under with any other Loan Document, now or hereafter existing, irrespective of whether or not (a) such Agent or such Lender Credit Party and its respective Affiliates shall have made any demand under this Agreement hereunder, (b) the principal of, or the interest on, the Credit Extensions or any other Loan Document amounts due hereunder shall have become due and payable pursuant to Article II and although such Obligations obligations and liabilities, or any of them, may be contingent or unmatured unmatured, or denominated in (c) such obligation or liability is owed to a currency branch or office of such Credit Party different from that of the applicable branch or office holding such deposit or obligation or such Indebtedness; provided that in . Notwithstanding the event that foregoing, if any Defaulting Lender shall exercise exercises 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 2.20 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Administrative Agent for further application in accordance with credit or the provisions account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit 7701(a)(30) of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.. 728

Setoff. (a) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting recovery by any Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately or its Affiliates pursuant to the Administrative Agent for further application in accordance with its setoff rights under this Section 10.09 is subject to the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff8.04. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED BANKS OR, TO THE EXTENT REQUIRED BY SECTION 10.01 OF THIS AGREEMENT, ALL OF THE BANKS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.04(b).

Setoff. In addition (i) The right to any rights and remedies of setoff against the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off First Installment Payment shall be paid over immediately to the Administrative Agent for further application available, in accordance with the provisions of Section 2.20 andsubsections (ii) and (iii) below, pending such paymentto compensate each Buyer Indemnitee for all Damages subject to indemnification pursuant to this Article VII, shall be segregated incurred or sustained by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured PartyBuyer Indemnitee; provided, however, that any such claim for setoff against the failure First Installment Payment shall be subject to the limitations set forth in Sections 7.04 and 8.02. (ii) In the event of a claim against the First Installment Payment, the Buyer shall give notice (a “Setoff Notice”) to the Seller specifying in reasonable detail the nature and dollar amount (or a good faith estimate of the dollar amount) of any Damages it has or may have sustained under this Article VII. If the Seller gives notice to the Buyer disputing any Damages (a “Counter Notice”) within fifteen (15) Business Days following receipt by the Seller of the Setoff Notice, such notice dispute will be resolved as provided in subsection (iii) below. If no Counter Notice is received by the Buyer within such fifteen-day (15-day) period, then the dollar amount of Damages claimed by the Buyer as set forth in its Setoff Notice shall not affect be conclusively deemed a liability of the validity Seller for purposes of this Agreement and Buyer shall deduct the amount claimed in the Setoff Notice from the First Installment Payment. The Buyer may make more than one claim of Damages with respect to any underlying state of facts. If a Counter Notice is given with respect to a claim for setoff against the First Installment Payment, the parties shall resolve the conflict in accordance with the procedures set forth in Section 9.09. (iii) On the applicable date for payment of the First Installment Payment, the Buyer shall pay and distribute the First Installment Payment (less any amounts established for setoff pursuant to the provisions of this subsection 7.03(b) or in accordance with the procedures set forth in Section 9.09), unless any claims against the First Installment Payment are then pending, in which case an amount equal to the aggregate dollar amount (or a good faith estimate of the dollar amount) of such setoff claims (as shown in the Setoff Notice with respect to such claims) shall be retained by the Buyer until the conflict is resolved in accordance with the procedures set forth in Section 12.09 and application. The rights the balance of the Administrative Agent First Installment Payment shall be paid to the Seller. (iv) In the event the Buyer retains any portion of the First Installment Payment that is later established (pursuant to the provisions of this subsection 7.03(b) or in accordance with the procedures set forth in Section 9.09) to be payable to the Seller (any such amount, the “Installment Balance”), the Buyer shall promptly pay to the Seller in cash an amount equal to the Installment Balance plus interest on the Installment Balance at a simple rate of five percent (5%) per annum commencing on the date set for payment of the First Installment Payment and each Secured Party under the date the Buyer delivers the Installment Balance to the Seller. (v) Except as set forth in Sections 7.04 and 9.09, the Selling Parties and the Buyer agree that from and after the Closing claims for setoff against the First Installment Payment are the exclusive remedy of the Buyer for any breach of this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that Agreement by the Administrative Agent and such Secured Party may haveSelling Parties.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time time, without prior notice to the Lead Borrower or any other Loan Party, any such notice being waived by the Lead Borrower (on its own behalf and on behalf of each Loan PartyParty and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Secured Party Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Lender from or its other funds and deemed held in trust Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Secured Party Lender and L/C Issuer agrees promptly to notify the Lead Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender or L/C Issuer, as the case may be; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent Agent, each Lender and each Secured Party L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent Agent, such Lender and such Secured Party L/C Issuer may have.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), each Secured Party Lender is authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by each of the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party Lender hereunder or under any other 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 other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-set off and application made by such Secured PartyLender; provided, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b).

Setoff. In addition Borrower hereby grants to any rights Lender a security interest in, and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party Lender is hereby authorized at any time and from time to time time, without prior notice to the Borrower or any other Loan Party, (any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by LawBorrower), to set off and apply apply, any and all accounts and deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, ) at any time held byby Lender, or any branch, subsidiary, or affiliate of Lender, and all other Indebtedness indebtedness at any time owing byby Lender or any branch, such Lender subsidiary, or affiliate of Lender, to or for the credit or the account of the respective Loan Parties Borrower (including all accounts held jointly with another, but excluding any IRA or Keogh accounts, or any trust accounts for which a security ixxxrest xxxxd be prohibited by law), against any and all of the Obligations owing to such Secured Party hereunder or under any other Loan Document, of Borrower now or hereafter existingexisting under the Loan Documents. Such security interest may be enforced, and such right of setoff may be exercised, by Lender irrespective of (i) whether or not such Agent or such Lender shall have made any demand under this Agreement or any other the Loan Document Documents and although (ii) whether such Obligations may be contingent are contingent, matured, or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting unmatured. 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 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off setoff and application made by such Secured Party; providedapplication, however, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party Lender under this Section 10.09 paragraph are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent and such Secured Party which Lender may have.