Common use of Setoff Clause in Contracts

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by 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 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower at any time or from time to timethat an Event of Default exists, without notice to Borrower or any other Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by Agent, such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrower arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but Borrower shall not 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 to the extent required by Section 12.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lendersubject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates and each L/C Issuer and its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Parent Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by each Borrower (on its own behalf and on behalf of each Loan Party and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, but not limited toexcluding any payroll, indebtedness evidenced by certificates of deposittrust, whether matured or unmatured (but not including trust tax withholding accounts)) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower against and on account of the Obligations of the Borrowers to Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender, Issuing Bank Lender or any of their its Affiliates to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender agrees promptly to notify the Borrowers to Borrower and the Administrative Agent after any such set off and application made by such Lender, Issuing Bank or any ; provided that the failure to give such notice shall not affect the validity of their Affiliates, including, but not limited to, all Loans, Letters such setoff and application. The rights of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or (ii) the Administrative Agent, at each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the request Administrative Agent, such 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 the consent respect to deposit accounts in which have been deposited payments received under Medicare, Medicaid, TRICARE and other health care programs of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank United States or any Affiliate state (including the District of either of themColumbia) thereof and any agency or other Governmental Authority thereof.

Setoff. In addition to any Liens granted ------ under this Guaranty and the other Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lenderthe Agent, each Issuing Bank Secured Party, and any Affiliate of the Agent or any Lender or Issuing Bank Secured Party is hereby authorized by each Borrower the Guarantor at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by the Agent, such Lender, Issuing Bank Secured Party or any of their Affiliates to or for the credit or the account of any Borrower the Guarantor against and on account of the Secured Obligations of the Borrowers Guarantor to the Agent, such Lender, Issuing Bank Secured Party or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) the Agent or such Lender or Issuing Bank Secured Party 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 the Notes Credit Agreement to be due and payable as permitted by Article XI XII thereof and even though such Secured Obligations may be contingent or unmatured. Each Lender and each Issuing Bank Secured Party agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower, any Borrower of its Subsidiaries, or Guarantor now or hereafter maintained with such Lender, Issuing Bank Secured Party or any Affiliate of either of them.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or owing other Indebtedness owning by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect Subsidiary of the Borrowers Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 Loan Obligations owing to such Lender and its Affiliates hereunder or under any other Bridge Loan Document now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made a demand under this Agreement or any other Bridge 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or owing other Indebtedness owning by such Lender, Issuing Bank Lender or any of their its Affiliates to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmaturedBorrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees Lender under this Section 9.09 are in addition to other rights and remedies (including other rights of setoff) that it shall not, without the express consent of the Requisite Lenders, Administrative Agent and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themLender may have.

Setoff. In addition to any Liens granted under any of the Loan Credit Documents and any rights now or hereafter granted available under applicable law, upon the occurrence and during the continuance of any Event of DefaultApplicable Law, each Lender, Lender Group Member (and each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender Group Member (or any of their Affiliates Affiliates) to or for the credit or the account of any Borrower Borrowers against and on account of the Obligations of Borrowers arising under the Borrowers Credit Documents to such Lendereach Lender Group Member, Issuing Bank or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Revolver Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) such any Lender or Issuing Bank Group Member shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Revolver Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Notwithstanding the foregoing, each Lender and Group Member agrees with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank any Lender Group Member (or any Affiliate of either any of them), but no Borrower shall have a claim or cause of action against any Lender Group Member 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 to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under the Loan ------ Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank is hereby authorized by each the Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank Lender or any of their its Affiliates to or for the credit or the account of any the Borrower against and on account of the Obligations of the Borrowers Borrower to such Lender, Issuing Bank Lender or any of their its Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances Loans and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or ---------- unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any the Borrower now or hereafter maintained with such Lender, Issuing Bank Lender or any Affiliate of either of themAffiliate.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower Obligors at any time or from time to timethat an Event of Default exists, without notice to any Obligors or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness evidenced by special (including certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower Obligor against and on account of the Obligations of Obligors arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower Obligor now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but no Obligor shall have any 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 to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents Administrative Agent and any rights now or hereafter granted under applicable lawthe Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates and the Administrative Agent and its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any and. other Indebtedness at any time held owing by, such Lender and its Affiliates or owing by such Lenderthe Administrative Agent and its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Borrower against and on account of the all Obligations of the Borrowers owing to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances Lender and all claims of any nature or description arising out of or in connection with this Agreement its Affiliates or the NotesAdministrative Agent and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not (i) the Administrative Agent or such Lender or Issuing Bank Affiliate shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and each Issuing Bank the Administrative Agent agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or the Administrative Agent, as the case may be; provided that it the failure to give such notice shall not, without not affect the express consent validity of such setoff and application. The rights of the Requisite Lenders, Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Administrative Agent and such Lender, Issuing Bank or any Affiliate of either of themLender may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each LenderAgent and its Affiliates, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates and each L/C Issuer and its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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, such Lender, such L/C Issuer or 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. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderAgent or its Affiliates, Issuing Bank such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of the Obligations of the Borrowers to such Lender, Issuing Bank a Loan Party that is a Foreign Subsidiary or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureda Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notsuch Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or and from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including tax, payroll and trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank Lender or any of their its Affiliates to or for the credit or the account of any such Borrower against and on account of the Obligations of the Borrowers to such Lender, Issuing Bank Lender or any of their its Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances Loans and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank Lender or any Affiliate of either of themits Affiliates.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable lawEach Secured Party shall, upon the occurrence and during the continuance of any Event Default described in clauses (b) through (d) of DefaultSection 8.1.9 or, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by 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 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 Required Lenders, upon the occurrence and during the continuance of any other Event of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due), and (as security for such Obligations) Holdings and each Borrower hereby grants to each Secured Party a continuing security interest in, any and all balances, credits, deposits, accounts or moneys of Holdings or such Borrower then or thereafter maintained with such Secured Party; PROVIDED, HOWEVER, that any such appropriation and application shall have declared be subject to the principal provisions of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmaturedSection 4.8. Each Lender Secured Party agrees promptly to notify Holdings and the Company and the Administrative Agent after any such setoff 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 Issuing Bank agrees that Secured Party under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Secured Party may have. Notwithstanding the foregoing, no Secured Party shall appropriate or apply to the payment of Obligations owed to it shall notby Holdings, without Intermediate Holdings, the express consent of the Requisite LendersCompany or any Domestic Subsidiary Guarantor (each, and that it shall, a "U.S. PERSON") (but only to the extent it such Obligation is lawfully entitled to do soowed by any such U.S. Person, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts and without limitation of any Foreign Subsidiary's Obligations as to which such U.S. Person may be a guarantor) and no security interest is granted by any Foreign Borrower now or hereafter other Foreign Subsidiary that is an Obligor with respect to such Obligations in, any balances, credits, deposits, accounts or moneys of such Foreign Borrower or other Foreign Subsidiary at any time maintained with such Lender, Issuing Bank or any Affiliate of either of thema Secured Party.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each LenderSyndication Party and the Letter of Credit Bank, and each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates is hereby authorized by each Borrower at any time or and from time to time, without notice to any Person (any such notice being hereby expressly waived) the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)in whatever currency) and any other Indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such LenderSyndication Party, Issuing Bank the 1697821.11-New York Server 7A - MSW Letter of Credit Bank, or any of their Affiliates such Affiliate, to or for the credit or the account of any Borrower against any and on account all of the Obligations obligations of the Borrowers Borrower now or hereafter existing under this Credit Agreement or any other Loan Document to such LenderSyndication Party, Issuing the Letter of Credit Bank or any of their respective Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) such Lender Syndication Party, the Letter of Credit Bank or Issuing Bank Affiliate shall have made any demand hereunder under this Credit Agreement or any other Loan Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Syndication Party or the Letter of Credit Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Syndication Party shall exercise any such right of setoff, (iix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 15.30 and, pending such payment, shall be segregated by such Defaulting Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent, at the request Letter of Credit Bank, and the Syndication Party, and (y) the Defaulting Syndication Party shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Bank Debt owing to such Defaulting 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 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations their respective Affiliates may be contingent or unmaturedhave. Each Lender Syndication Party and each Issuing the Letter of Credit Bank agrees to notify Borrower and the Administrative Agent promptly after any such setoff and application; provided that it the failure to give such notice shall not, without not affect the express consent validity of the Requisite Lenders, such setoff and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themapplication.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or owing other Indebtedness owning by such LenderLender or its Affiliates, Issuing Bank or any of their Affiliates to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmaturedBorrower. Each Lender agrees promptly to notify the Borrower and each Issuing Bank agrees the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall not, without not affect the express consent validity of such setoff and application. The rights of the Requisite LendersAdministrative Agent and, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shallthe Administrative Agent and, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themLender may have.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower Borrowers at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, Required Lenders exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but no Borrower shall have any 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 to the extent required by Section 12.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderLender and its Affiliates hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank Affiliate shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall not, without the express consent assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request Obligations of the Requisite LendersBorrower or any Domestic Subsidiary, exercise its setoff rights hereunder against any accounts it being understood that (a) the Equity Interests of any Borrower now Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or hereafter maintained with such Lender, Issuing Bank or otherwise diminish in any Affiliate of either of themrespect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower Borrowers at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower Obligor against and on account of the Obligations of Obligors arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower Obligor now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but no Obligor shall have any 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 to the extent required by SECTION 13.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders 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 Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderLender and its Affiliates hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) the Administrative Agent or such Lender or Issuing Bank Affiliate shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that it the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall not, without the express consent assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request Obligations of the Requisite LendersBorrower or any Domestic Subsidiary, exercise its setoff rights hereunder against any accounts it being understood that (a) the Equity Interests of any Borrower now Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or hereafter maintained with such Lender, Issuing Bank or otherwise diminish in any Affiliate of either of themrespect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.04(b).

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank is hereby authorized by each the Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank Lender or any of their its Affiliates to or for the credit or the account of any the Borrower against and on account of the Obligations of the Borrowers Borrower to such Lender, Issuing Bank Lender or any of their its Affiliates, including, but not limited to, all Loans, Loans and Letters of Credit, Acceptances Credit and all claims of any nature or 131 description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or (ii) the Administrative 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 amounts due hereunder and under the Notes to be due and payable as permitted by Article ARTICLE XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any the Borrower now or hereafter maintained with such Lender, Issuing Bank Lender or any Affiliate of either of themAffiliate.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the Credit Agreement continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to combine accounts or to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of the Borrowers Borrower to such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances Loans and all claims of any nature or description arising out of or in connection with this Agreement or the Notesherewith, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank shall give 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 Lender to take such action. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower Credit Party Entity now or hereafter maintained with such Lender, Issuing Bank Lender or any Affiliate of either of themsuch Lender.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable 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 Lender, Syndication Party and each Issuing Bank and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without notice to any Person (any such notice being hereby expressly waived) the fullest extent permitted by Applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)in whatever currency) and any other Indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender, Issuing Bank Syndication Party or any of their Affiliates such Affiliate, to or for the credit or the account of any Borrower Obligor against any and on account all of the Obligations obligations of the Borrowers any Obligor now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender, Issuing Bank Syndication Party or any of their its Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) such Lender Syndication Party or Issuing Bank Affiliate shall have made any demand hereunder under this Credit Agreement or (ii) the Administrative Agent, at the request or with the consent any other Loan Document and although such obligations of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations Obligor may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Syndication Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting 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 15.29 and, pending such payment, shall be segregated by such Defaulting Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Syndication Party, and (y) the Defaulting Syndication Party shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Bank Debt owing to such Defaulting 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 Lender Syndication Party agrees to notify the relevant Obligor and each Issuing Bank agrees the Administrative Agent promptly after any such setoff and application; provided that it the failure to give such notice shall not, without not affect the express consent validity of the Requisite Lenders, such setoff and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.application. 15.36

Setoff. In addition If and to the extent any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Defaultpayment is not made when due hereunder, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank Credit Party is hereby authorized by each Borrower at any time or and from time to time, without notice to any Person (any such notice being hereby expressly waived) the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by such Lender, Issuing Bank or any of their Affiliates Credit Party to or for the credit or the account of Guarantor against any Borrower against and on account all of the Obligations obligations of the Borrowers Guarantor now or hereafter existing under this Guaranty to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the NotesCredit Party, irrespective of whether or not (i) such Lender or Issuing Bank Credit Party shall have made any demand hereunder or (ii) the Administrative Agent, at the request or with the consent under this Guaranty and although such obligations of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations Guarantor may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Credit Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 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 each Credit Party, and (y) the Defaulting Lender shall provide promptly to 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 Lender Credit Party agrees to notify Borrower and each Issuing Bank agrees Administrative Agent promptly after any such setoff and application, provided that it the failure to give such notice shall not, without not affect the express consent validity of the Requisite Lenders, such setoff and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themapplication.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or owing other Indebtedness owning by such Lender, Issuing Bank Lender or any of their its Affiliates to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect Subsidiary of the Borrowers Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender, Issuing Bank or any ; provided that the failure to give such notice shall not affect the validity of their Affiliates, including, but not limited to, all Loans, Letters such setoff and application. The rights of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or (ii) the Administrative Agent, at each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the request or Administrative Agent, such Lender may have. Notwithstanding the foregoing, no amounts set off with the consent respect to any Guarantor shall be applied to any Excluded Swap Obligation of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themGuarantor.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any 164 deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrowers Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided, that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to any Person (Borrower or any other Loan Party, any such notice being hereby expressly waivedwaived by the Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) (other than amounts held in (i) payroll or Tax withholding accounts, indebtedness evidenced by certificates of deposit(ii) employee benefit accounts, whether matured (iii) trust ac-counts, or unmatured (but not including trust iv) escrow accounts or similar security deposit accounts)) at any time held by, and any other Indebtedness at any time owing to, 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrowers to Parent Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank is hereby authorized by each the Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank Lender or any of their its Affiliates to or for the credit or the account of any the Borrower against and on account of the Obligations of the Borrowers Borrower to such Lender, Issuing Bank Lender or any of their its Affiliates, including, but not limited to, all Loans, Loans and Letters of Credit, Acceptances Credit and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or (ii) the Administrative 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 amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any the Borrower now or hereafter maintained with such Lender, Issuing Bank Lender or any Affiliate of either of themAffiliate.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lenderafter obtaining the prior written consent of the Administrative Agent, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrowers or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by each of the Borrowers (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at Credit Agreement any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Affiliates Lender to or for the credit or the account of the respective Loan Parties against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderLender hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the BV Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees that it shall notLender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the express consent Administrative Agent and such 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 Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts Obligations of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate Domestic Subsidiary, it being understood that (a) the Equity Interests of either of themany 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 Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower Borrowers at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower Obligor against and on account of the Obligations of Obligors arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower Obligor now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but no Obligor shall have any 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 to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Lead Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Lead Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Lead Borrower against and on account of the Obligations of the Borrowers to Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance con- tinuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each the Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any the Borrower against and on account of the Obligations of the Borrowers Borrower to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Loans and Letters of Credit, Acceptances Credit and all claims of any nature or description arising out of or in connection con-nection with this Agreement or the NotesAgreement, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or (ii) the Administrative Collateral 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 the Notes to be due and payable as permitted by Article XI XII and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise exer-cise its setoff rights hereunder against any accounts of the Borrower, any Borrower of its Subsidiaries, or a Guarantor now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themsuch Lender or Issuing Bank.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to combine accounts or to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any such Borrower against and on account of the Obligations of the any Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Loans and Letters of Credit, Acceptances Credit and all claims of any nature or description arising out of or in connection with this Agreement or the Notesherewith, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or 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 Lender to take such action. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Credit Party or any Borrower Subsidiary now or hereafter maintained with such Lender, such Issuing Bank or any Affiliate of either of themsuch Lender or Issuing Bank.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower at any time or from time to timethat an Event of Default exists, without notice to Borrower or any other Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by Agent, such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrower arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but Borrower shall have no 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 to the extent required by SECTION 12.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to any Person (the Borrowers or Holdings, any such notice being hereby expressly waived) waived by each Loan Party to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrowers to Parent Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided, that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower at any time or from time to timethat an Event of Default exists, without notice to Borrower or any other Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by Agent, such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrower arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwith standing the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but Borrower shall have no 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 to the extent required by SECTION 12.5.

Setoff. In Subject to the DIP Order and the proviso at the end of Section 8.02, in addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to any Person (Borrower or any other Loan Party, any such notice being hereby expressly waivedwaived by the Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) (other than amounts held in (i) payroll or Tax withholding accounts, indebtedness evidenced by certificates of deposit, whether matured (ii) employee benefit accounts or unmatured (but not including iii) trust accounts), in each case to the extent such accounts hold only amounts contemplated in the description of such accounts) at any time held by, and any other Indebtedness at any time owing to, 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrowers to Parent Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates (including each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates) is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each other Loan Party and their respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) in any currency at any time held by, indebtedness evidenced by certificates of depositand other Indebtedness in any currency (in each case whether direct or indirect, whether absolute or contingent, matured or unmatured (but not including trust accounts)unmatured) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates (including each L/C Issuer and its Affiliates) shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates (including such L/C Issuer and its Affiliates), Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a Subsidiary 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmaturedCompany. Each Lender (including each L/C Issuer) agrees promptly to notify the Borrower and the Administrative Agent after any such 202 setoff and application made by such Lender (including such L/C Issuer); 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 Issuing Bank agrees Lender (including each L/C Issuer) under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that it shall not, without the express consent of the Requisite Lenders, Administrative Agent and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themLender (including such L/C Issuer) may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Parent Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or owing other Indebtedness owning by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect Subsidiary of the Borrowers Parent Borrower. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower Borrowers at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by Agent, such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but no Borrower shall 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 to the extent required by Section 12.5.

Setoff. In addition to any Liens granted under the ------ Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each the Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any the Borrower against and on account of the Obligations of the Borrowers Borrower to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Loans and Letters of Credit, Acceptances Credit and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI ------- XII and even though such Obligations may be contingent or unmatured. --- Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower, the Parent Guarantor or any Borrower of its Subsidiaries, now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of the Obligations of the Borrowers to such Lender, Issuing Bank a Loan Party that is a Foreign Subsidiary or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureda Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the applicable Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notsuch Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign 232 Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower against and on account of the Obligations of the Borrowers to Administrative Agent or Revolver Agent, as applicable, after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of the Administrative Agent, at the request or with the consent of the Requisite LendersRevolver Agent, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite LendersRevolver Agent, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition Subject to any Liens granted under the Loan Documents terms of this paragraph, Guarantor hereby grants to Agent and any rights 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 granted in the possession, custody, safekeeping or control of Agent or any Lender or any entity under applicable lawthe control of Agent or Lender, upon or in transit to any of them. At any time, from and after the occurrence of and during the continuance of any an Event of Default, each Lender, each Issuing Bank Agent or any Lender may set off the same or any part thereof and apply the same to any Affiliate liability or obligation of Guarantor even though unmatured and regardless of the adequacy of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person other collateral securing the Loan. Within five (5) Business Days of making any such set-off, Agent agrees to notify Guarantor thereof, provided that the failure by Agent to give such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or specialshall not affect the validity of such set-off. ANY 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, includingPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, but not limited toCREDITS OR OTHER PROPERTY OF THE GUARANTOR, indebtedness evidenced by certificates of depositARE HEREBY KNOWINGLY, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by 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 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themVOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to any Person (Borrower or any other Loan Party, any such notice being hereby expressly waivedwaived by the Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time owing to, 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 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 unmetered or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrowers Borrowers. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that it the Administrative Agent, such Lender and such L/C Issuer may have. No amounts set off from any Guarantor shall not, without the express consent be applied to any Excluded Swap Obligations of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themGuarantor.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each LenderAgent and its Affiliates, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates and each L/C Issuer and its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrowers or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrowers (on their own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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, 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 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, such Lender, such L/C Issuer or 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. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderAgent or its Affiliates, Issuing Bank such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of the Obligations of the Borrowers to such Lender, Issuing Bank a Loan Party that is a Foreign Subsidiary or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureda Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrowers and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees Agent, each Lender and each L/C Issuer under this ‎Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notsuch Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.L/C Issuer may have. 204 #95488248v20

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off an apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is Foreign Subsidiary that is a CFC or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower against and on account of the Obligations of the Borrowers to Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lenderafter obtaining the prior written consent of the Administrative Agent, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrowers or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by each of the Borrowers (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Affiliates Lender to or for the credit or the account of the respective Loan Parties against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderLender hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the BV Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees that it shall notLender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the express consent Administrative Agent and such 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 Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts Obligations of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate Domestic Subsidiary, it being understood that (a) the Equity Interests of either of themany 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 Subject to the terms of the Intercreditor Agreements, in addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held owing by, such Lender and its Affiliates or owing by such Lenderthe L/C Issuer and its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Borrower against and on account of the all Obligations of the Borrowers owing to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances Lender and all claims of any nature or description arising out of or in connection with this Agreement its Affiliates or the NotesL/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank Affiliate shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and each Issuing Bank the L/C Issuer agrees promptly to notify the Borrower and the Administrative Agents after any such setoff and application made by such Lender or the L/C Issuer, as the case may be; provided that it the failure to give such notice shall notnot affect the validity of such setoff and application; provided, without further, that any recovery by any Lender, the express consent of the Requisite Lenders, and that it shall, L/C Issuer or any Affiliate pursuant to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts under this section 10.09 is subject to the provisions of any Borrower now or hereafter maintained with Section 8.04(d). The rights of each Administrative Agent, each Lender and the L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such LenderAdministrative Agent, Issuing Bank or any Affiliate of either of themsuch Lender and the L/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of the Obligations of the Borrowers to such Lender, Issuing Bank a Loan Party that is a Foreign Subsidiary or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureda Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Company and the applicable Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notsuch Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.L/C Issuer may have. 232 #95598837v24

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or owing by such LenderL/C Issuer and its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderLender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank Affiliate shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held -406- #94164975v6 Exhibit 10.14 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 -407- #94164975v6 Exhibit 10.14 credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and each Issuing Bank L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that it the failure to give such notice shall not, without not affect the express consent validity of such setoff and application. The rights of the Requisite LendersAdministrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shallthe Administrative Agent, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themLender and such L/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each LenderAgent and its Affiliates, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates and each L/C Issuer and its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrowers or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrowers (on their own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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, such Lender, such L/C Issuer or 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. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderAgent or its Affiliates, Issuing Bank such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of the Obligations of the Borrowers to such Lender, Issuing Bank a Loan Party that is a Foreign Subsidiary or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureda Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrowers and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notsuch Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Table of Contents Affiliates shall have a right to set off and apply any deposits held or owing other Indebtedness owning by such LenderLender or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrowers Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender, Issuing Bank or any as the case may be; provided that the failure to give such notice shall not affect the validity of their Affiliates, including, but not limited to, all Loans, Letters such setoff and application. The rights of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or (ii) the Administrative Agent, at each Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the request or with the consent of the Requisite LendersAdministrative Agent, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations Lender may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themhave.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower Borrowers at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness evidenced by special (including certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but no Borrower shall have any 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 to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to combine accounts or to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any such Borrower against and on account of the Obligations of the any Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Loans and Letters of Credit, Acceptances Credit and all claims of any nature or description arising out of or in connection with this Agreement or the Notesherewith, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article ARTICLE XI and even though such Obligations may be contingent or 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 Lender to take such action. Each Lender and each the Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Credit Party or any Borrower Subsidiary now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themsuch Lender or Issuing Bank.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to combine accounts or to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any such Borrower against and on account of the Obligations of the any Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Loans and Letters of Credit, Acceptances Credit and all claims of any nature or description arising out of or in connection with this Agreement or the Notesherewith, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or 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 Lender to take such action. Each Lender and each the Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Credit Party or any Borrower Subsidiary now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themsuch Lender or Issuing Bank.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each LenderAgent and its Affiliates, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates and each L/C Issuer and its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on their own behalf and on behalf of each Loan Party and its respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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, such Lender, such L/C Issuer or 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. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderAgent or its Affiliates, Issuing Bank such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Borrower against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company and on account of the Obligations of the Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but that is not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureditself a Loan Party. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notsuch Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lendersubject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates and each L/C Issuer and its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, but not limited toexcluding any payroll, indebtedness evidenced by certificates of deposittrust, whether matured or unmatured (but not including trust tax withholding accounts)) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a 162 Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower against and on account of the Obligations of the Borrowers to Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates 221 and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of the Obligations of the Borrowers to such Lender, Issuing Bank a Loan Party that is a Foreign Subsidiary or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureda Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Company and the applicable Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notsuch Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Parent Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final but not limited toexcluding any account designated as held for the benefit of any Governmental Authority, indebtedness evidenced by certificates employees under any benefit plan (other than a rabbi trust) or in escrow for the benefit of deposita non-Affiliate of the Parent Borrower) at any time held by, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender, L/C Issuer or Affiliate of a Lender or L/C Issuer shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender, Issuing Bank L/C Issuer or any of their Affiliates Affiliate, as the case may be, to or for the credit or the account of any Borrower Foreign Subsidiary of a U.S. Loan Party against and on account of the Obligations of the Borrowers to such Lender, Issuing Bank Parent Borrower or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances other U.S. Loan Party. Each Lender and all claims of L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) such set off and application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided, that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each LenderAgent and its Affiliates, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrowers or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrowers (on their own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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, 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. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderAgent or its Affiliates, Issuing Bank such Lender or any of their Affiliates its Affiliates, as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of the Obligations of the Borrowers to such Lender, Issuing Bank a Loan Party that is a Foreign Subsidiary or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureda Domestic Foreign Holding Company. Each Lender agrees promptly to notify the Borrowers and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, Administrative Agent after any such set off and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent, Issuing Bank or any Affiliate each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of either of themsetoff) that such Agent, such Lender may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Parent Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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 In-debtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or owing other Indebtedness owning by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect Subsidiary of the Borrowers Parent Borrower. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under the Loan ------ Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower the Borrowers at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any a Borrower against and on account of the Obligations of the Borrowers such Borrower to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Loans and Letters of Credit, Acceptances Credit and all claims of any nature or description arising out of or in connection with this Agreement or the Notesherewith, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may ---------- be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower the Borrowers or their Subsidiaries now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank Secured Party is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived 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 to appropriate and to apply any and all deposits (general or special, includingtime or demand, but 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 limited toa Loan Party, indebtedness evidenced by certificates of depositat any time held by, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Affiliates Lender to or for the credit or the account of the respective Loan Parties against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderSecured Party hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender 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 Issuing Bank agrees Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it 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 notthe assets of any Foreign Subsidiary constitute security, without or shall the express consent proceeds of such assets be available for, payment of the Requisite LendersObligations 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 that it shall, may be pledged to the extent it is lawfully entitled 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 do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against make any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themmandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any Liens granted under The Company agrees for itself and each other Loan Party that the Loan Documents Administrative Agent, each Lender and any the Issuing Lender have all rights now or hereafter granted under of set-off and bankers’ lien provided by applicable 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 Lender, the Issuing Lender, and each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates is hereby authorized by each Borrower at any time or and from time to time, without notice to any Person (any such notice being hereby expressly waived) the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender, the Issuing Bank Lender or any of their Affiliates such Affiliate to or for the credit or the account of the Company or any Borrower other Loan Party against any and on account all of the Obligations obligations of the Borrowers to Company or such Lender, Issuing Bank Loan Party now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with hereafter existing under this Agreement or any other Loan Document to the NotesAdministrative Agent, such Lender or the Issuing Lender, irrespective of whether or not (i) such the Administrative Agent, Lender or the Issuing Bank Lender shall have made any demand hereunder under this Agreement or (ii) any other Loan Document and although such obligations of the Company or such Loan Party may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, at such Lender or the request Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of the 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 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 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 consent provisions of Section 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 Requisite Lenders, shall have declared Administrative Agent and the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite 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 Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it shallsuch Lender, the 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 is lawfully entitled may effectively do so under applicable law, that any Lender acquiring a participation pursuant to do so, upon the request 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 Requisite Lenders, exercise its setoff rights hereunder against any accounts amount of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themparticipation.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, Lender and each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates is hereby authorized by each Borrower at any time or and from time to time, without notice to any Person (any such notice being hereby expressly waived) the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by such Lender, Issuing Bank Lender or any of their Affiliates such Affiliate to or for the credit or the account of the Borrower or any Borrower other Loan Party against any and on account all of the Obligations obligations of the Borrowers to Borrower or such Lender, Issuing Bank Loan Party now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with hereafter existing under this Agreement or the Notesany other Loan Document to such Lender or its respective Affiliates, irrespective of whether or not (i) such Lender or Issuing Bank Affiliate shall have made any demand hereunder under this Agreement or (ii) the Administrative Agent, at the request or with the consent any other Loan Document and although such obligations of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though Borrower or such Obligations Loan Party may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.10 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, Administrative Agent after any such setoff and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with application made by such Lender, Issuing Bank or any Affiliate provided that the failure to give such notice shall not affect the validity of either of themsuch setoff and application.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of the Obligations of the Borrowers to such Lender, Issuing Bank a Loan Party that is a Foreign Subsidiary or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatureda Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Company and the applicable Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notsuch Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower Borrowers at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but no Borrower shall have any 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 to the extent required by SECTION 12.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lenderafter obtaining the prior written consent of the Administrative Agent, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Company or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Affiliates Lender to or for the credit or the account of the respective Loan Parties against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderLender hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any Obligations of Foreign Subsidiaries. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees that it shall notLender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the express consent Administrative Agent and such 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 153 is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request Obligations of the Requisite LendersCompany or any Domestic Subsidiary, exercise its setoff rights hereunder against any accounts it being understood that (a) the Equity Interests of any Borrower now Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or hereafter maintained with such Lender, Issuing Bank or otherwise diminish in any Affiliate of either of themrespect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or 176 its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrowers Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided, that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank Secured Party is hereby authorized by each Borrower at any time or and from time to time, time without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived 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 to appropriate and to apply any and all deposits (general or special, includingtime or demand, but 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 limited toa Loan Party, indebtedness evidenced by certificates of depositat any time held by, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Affiliates Lender to or for the credit or the account of the respective Loan Parties against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderSecured Party hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees unmatured or denominated in a currency different from that it shall not, without the express consent of the Requisite 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 2.19 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 that it shall, (y) the Defaulting Lender shall provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it is lawfully entitled exercised such right of setoff. Each Secured Party agrees promptly to do sonotify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, upon however, that the request failure to give such notice shall not affect the validity of such setoff and application. The rights of the Requisite Lenders, exercise its setoff Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights hereunder against any accounts and remedies (including other rights of any Borrower now or hereafter maintained with setoff) that the Administrative Agent and such Lender, Issuing Bank or any Affiliate of either of them.Secured Party may have. 172

Setoff. In addition Without limiting the forgoing, and subject to any Liens granted under all limitations on each Party’s indemnity obligations and liability hereunder, the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and Parties agree that all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by 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 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable by an Indemnifying Party to the other Party, shall be subject to deduction or set-off against any amounts due and payable to such Indemnifying Party by the other Party (or its Affiliates) (the “Setoff Claimant”) hereunder or under any other agreements between the Parties (or their Affiliates), including the Seller Note; provided, however, that the Setoff Claimant shall notify in writing the Indemnifying Party specifying in reasonable detail the basis for the indemnification claim (the “Setoff Claim”) under which the Setoff Claimant claims amounts are due and payable from the Indemnifying Party, including the amount of money at issue, and if the Indemnifying Party shall in writing deny or dispute such claim within fifteen (15) business days, then in such event the Setoff Claimant’s sole right to setoff, deduct, and/or withhold payments to the Indemnifying Party or its Affiliates shall be exercised exclusively by the Setoff Claimant depositing the amount of such payments with an agreed upon independent third party retained by the Purchaser and Seller to hold such funds in escrow or with a court of competent jurisdiction, if Setoff Claimant shall decide to initiate legal proceedings, pending a mutual agreement executed by the Parties or a binding determination by court as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without to the express consent rights of the Requisite Lendersparties and disposition of the deposit payments held in escrow. A Setoff Claimant that sets off, and that it shalldeducts or withholds any amounts from the other party, but fails to comply with the escrow procedures set forth in the immediately preceding sentence shall be deemed to waive its rights with respect to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themapplicable Setoff Claim.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents Lender provided by law, subject to any notice or other requirement contained in the DIP Financing Orders and any rights now after complying with the notice provisions of the Interim Order or hereafter granted under applicable lawthe Final Order, upon the occurrence and during the continuance of any Event of DefaultDefault and the making of the request or the granting of the consent specified by Section 8.02 to authorize the Lender to declare the Loans due and payable pursuant to the provisions of Section 8.02, the Lender and each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without (i) further order of or application to the Bankruptcy Court and (ii) prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived 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 to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by by, such Lender, Issuing Bank or any of their Affiliates Lender to or for the credit or the account of the respective Loan Parties against any Borrower against and on account of the 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 claims of Obligations owing to the Lender hereunder or under any nature other Loan Document, now or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such the Lender or Issuing Bank shall have made demand under this Credit Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each The Lender agrees promptly to notify the Borrower after any such setoff and application made by the Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lender and each Issuing Bank agrees that it shall notits Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the express consent of the Requisite Lenders, Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themAffiliates may have.

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the L/C Issuer and each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates is hereby authorized by each Borrower at any time or and from time to time, without notice to any Person (any such notice being hereby expressly waived) the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)in whatever currency) and any other Indebtedness at any time held or and other obligations (in whatever currency) at any time owing by such Lender, Issuing Bank the L/C Issuer or any of their Affiliates such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and on account all of the Obligations obligations of the Borrowers to such Lender, Issuing Bank Borrower or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature such Loan Party now or description arising out of or in connection with hereafter existing under this Agreement or any other Loan Document to such Lender or the NotesL/C Issuer, irrespective of whether or not (i) such Lender or Issuing Bank the L/C Issuer shall have made any demand hereunder under this Agreement or (ii) the Administrative Agent, at the request any other Loan Document and although such obligations of such Borrower 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; 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 2.15 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 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 Lender and each Issuing Bank the L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that it the failure to give such notice shall not, without not affect the express consent validity of the Requisite Lenders, such setoff and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themapplication.

Setoff. In addition to To the extent DR Investor or the Company ------ and/or their respective successors ("DRI Entities") suffer or incur any Liens granted under the Loan Documents and direct out-of-pocket damages (but not any rights now consequential, special or hereafter granted under applicable law, upon the occurrence and during the continuance 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 Event of Defaultthe covenants contained in this Partnership Agreement, each Lender, each Issuing Bank the DRI Entities may withhold and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to time, without notice to any Person (set off any such notice being hereby expressly waivedDirect Damages against any payments due to JF Investor under this Partnership Agreement and up to thirty percent (30%) of each payment due to set off JF Investor, PCo. and to appropriate SCE under any other agreement between any DRI Entity, on the one hand, and to apply any and all deposits (general JF Investor, SCE or specialPCo. on the other hand, including, but not limited towithout limitation, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) the Bylaws and any other Indebtedness at any time held or owing by 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 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmaturedRelated Agreement. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shallIn addition, to the extent it is lawfully entitled any money damages are awarded by an arbitral tribunal or a court of competent jurisdiction to do so, upon the request any DRI Entity for a breach by JF Investor of any of the Requisite Lenderscovenants contained in this Partnership Agreement, the DRI Entities may satisfy such award by withholding 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, PCo. or 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, 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 remedy set forth in this section, 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 until they receive the full amount of the such damages. The rights granted pursuant to this Section shall not affect in any way the rights of the 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 its setoff rights hereunder against by DR Investor or any accounts DR Entity of any Borrower now of their rights under this Section, specifying the amount withheld or hereafter maintained with setoff and the amount and kind of Direct Damages or awarded money damages to which such Lender, Issuing Bank withholding or any Affiliate of either of themsetoff relates.

Setoff. In From and after the occurrence of any Event of Default and during the continuance thereof, in addition to any Liens granted under the Loan Documents (and not in limitation of) any rights now or hereafter granted under applicable lawApplicable Law to Administrative Agent, upon LC Issuer, any Lender, or, subject to the occurrence and during the continuance provisions of Section 13.1(d), any Participant, each subsequent holder of any Event of Defaultthe Obligations, and each Lenderof their respective Affiliates (collectively, for purposes of this Section 15.6, the “Setoff Parties” and, individually, a “Setoff Party”), is hereby authorized, subject to the prior consent of Administrative Agent, by each Issuing Bank Credit Party to setoff and to appropriate and apply any and all deposits (general or special, time or demand, including Debt evidenced by certificates of deposit, in each case, whether matured or 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 Affiliate other Debt at any time held or owing by any Setoff Party to or for the credit or the account of any Lender Credit Party, against the Obligations as provided in this Agreement, irrespective of whether (a) any demand for such Obligations has been made; or Issuing Bank is hereby authorized (b) the Obligations have been accelerated as contemplated in Section 11.2; or (c) such Obligations are contingent or un-matured. Any sums obtained by any Setoff Party shall be subject to the requirements for application of payments to the Obligations as set forth in this Agreement. The rights granted to each Borrower Setoff Party under this Section 15.6 may be exercised at any time or from time to time, without notice to any Person Credit Party or any other Person, except that each Setoff Party shall obtain the prior consent of Administrative Agent and 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 being hereby expressly waivednotice. In addition to the foregoing, and notwithstanding any provision hereof to the contrary, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) to all amounts so set off and shall be paid over immediately to appropriate and to apply any and all deposits (general or specialAdministrative Agent for further application in accordance with the provisions of Section 4.2 and, includingpending such payment, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing shall be segregated by such Lender, Issuing Bank or any of their Affiliates to or Defaulting Lender from its other funds and deemed held in trust for the credit or the account benefit of any Borrower against and on account of the 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 LendersLC Issuer, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Swing Line Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite other Lenders, and that (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it shall, to the extent it is lawfully entitled to do so, upon the request exercised such right of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themsetoff.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower at any time or from time to timethat an Event of Default exists, without notice to Borrower or any other Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by Agent, such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrower arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but Borrower shall have no 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 to the extent required by Section 12.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lenderafter obtaining the prior written consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived 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 to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Affiliates Lender to or for the credit or the account of the respective Loan Parties against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderLender hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees that it shall notLender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the express consent Administrative Agent and such 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 Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request Obligations of the Requisite LendersBorrower or any Domestic Subsidiary, exercise its setoff rights hereunder against any accounts it being understood that (a) the Equity Interests of any Borrower now Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or hereafter maintained with such Lender, Issuing Bank or otherwise diminish in any Affiliate of either of themrespect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b).

Setoff. In Subject to Section 3.3. and in addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence Applicable Law and during the continuance not by way of limitation of any Event of Defaultsuch rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and any Affiliate each Participant (but not Affiliates of any Lender or Issuing Bank is hereby authorized by each Borrower a Participant), at any time or from time to time, to the fullest extent permitted by Applicable Law, while an Event of Default exists, without notice to the Borrower or to any Person (other Person, any such notice being hereby expressly waived) , but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)unmatured) and any other Indebtedness indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or any of their Affiliates such Lender, or such Participant, to or for the credit or the account of any the Borrower against and on account of the Obligations any 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 claims of any nature or description arising out of or in connection with this Agreement or the NotesObligations, irrespective of whether or not (i) such Lender any or Issuing Bank shall have made any demand hereunder or (ii) the Administrative Agent, at the request or with the consent all of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other amounts due hereunder and under the Notes Obligations have been declared to be be, or have otherwise become, due and payable as permitted by Article XI Section 11.2., and even though although such Obligations may shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if 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 3.9. 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, the Issuing Banks and the 124 Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and each the Issuing Bank agrees Banks agree to make reasonable efforts to notify the Borrower promptly after any such setoff and application, provided that it the failure to give such notice shall not, without not affect the express consent validity of the Requisite Lenders, such setoff and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themapplication.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower against and on account of the Obligations of the Borrowers to Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.L/C Issuer may have. 214

Setoff. In addition to Regardless of the adequacy of any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable lawCollateral, upon the occurrence and during the continuance of any Event of Default, each Lenderany deposits (general or specific, each Issuing Bank 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 any Affiliate of tax withholding accounts used exclusively for such purposes) or other sums credited by or due from any Lender or Issuing Bank is hereby authorized by each Borrower at any time Affiliate thereof to any Credit Party and any securities or from time to timeother property of such parties in the possession of such Lender or any Affiliate may, without notice to Borrower or any Person other Credit Party (any such notice being hereby expressly waivedwaived by Borrower) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and to appropriate and to apply any and all deposits (general other liabilities, direct, or specialindirect, includingabsolute or contingent, but not limited todue or to become due, indebtedness evidenced by certificates now existing or hereafter arising, of depositthe 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 Borrower or any Credit Party, whether matured by voluntary payment, exercise of the right of setoff, or unmatured (but not including trust accounts)) otherwise, and shall retain and apply to the payment of the Loan or Notes held by such Lender any amount 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 Indebtedness at 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 Loans held by it its proportionate payment as contemplated by this Agreement; provided that if all or any time held or owing by part of such excess payment is thereafter recovered from such Lender, Issuing Bank or 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 their Affiliates setoff: (a) all amounts so set off shall be paid over immediately to or the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the credit or the account of any Borrower against and on account benefit of the Obligations of Agent and 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, (b) the Defaulting Lender shall provide promptly to the extent Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it is lawfully entitled to do so, upon the request exercised such right of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themsetoff.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or owing other Indebtedness owning by such LenderLender or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmaturedBorrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall not, without the express consent of the Requisite Lenders, Administrative Agent and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themLender may have.

Setoff. In addition The Borrower hereby agrees that, if an Event of Default shall have occurred and be continuing or shall exist, to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable fullest extent permitted by law, upon if any Obligation of the occurrence Borrower shall be due and during the continuance of any Event of Defaultpayable (by acceleration or otherwise), each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from time to timeParty shall have the right, without notice to any Person (any such notice being hereby expressly waived) the Borrower, to set off setoff against and to appropriate and apply to apply such Obligation any and indebtedness, liability or obligation of any nature owing to the Borrower by such Lender Party, including but not limited to all deposits (whether time or demand, general or special, includingprovisionally credited or finally credited, but whether or not limited to, indebtedness evidenced by certificates a certificate of deposit) now or hereafter maintained by the Borrower with such Lender Party. Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether or not such Lender Party or any other Person shall have given notice or made any demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (but not including trust accountsit being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff)) , and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Lender or any other Person. The Borrower hereby agrees that, to the fullest extent permitted by law, any Participant and any other Indebtedness at branch, subsidiary or affiliate of any time held or owing by such Lender, Issuing Bank Lender Party or any Participant shall have the same rights of their Affiliates to set-off as a Lender Party as provided in this Section (regardless of whether such Participant, branch, subsidiary or for the credit affiliate would otherwise be deemed in privity with or the account of any Borrower against and on account a direct creditor of the Obligations Borrower). The rights provided by this Section are in addition to all other rights of the Borrowers to such Lender, Issuing Bank set-off and banker's lien and all other rights and remedies which any Lender (or any of their Affiliatessuch Participant, includingbranch, but not limited tosubsidiary or affiliate) may otherwise have under this Agreement, all Loansany other Loan Document, Letters of Credit, Acceptances and all claims of any nature or description arising out of at law or in connection with equity, or otherwise, and nothing in this Agreement or the Notes, irrespective any Loan Document shall be deemed a waiver or prohibition of whether or not (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 restriction on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent rights of set-off or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts bankers' lien of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themPerson.

Setoff. In addition to any Liens granted under any of the Loan DIP Financing Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Lender (and during the continuance each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank its Affiliates) is hereby authorized by each Borrower Borrowers at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness evidenced by special (including certificates of deposit, deposit whether matured or unmatured (but not including trust accountsaccounts or any Collection Account into which payments with respect to Governmental Receivables are directly deposited or transferred)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender or any of their its Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Borrowers DIP Financing Documents to such Lender, Issuing Bank Lender or any of their its Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, Lender shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Notwithstanding anything herein to the contrary, Lender and each Issuing Bank agrees that it its Affiliates shall not, without the express consent of the Requisite Lendersnor shall they be entitled to, and that each other Secured Party and its Affiliates hereby waives any and all rights it shallmay have to, set-off or appropriate any or all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender and its Affiliates or any branch or agency thereof to or for the credit or the account of any Obligor, to the extent it is lawfully entitled necessary for the Obligors and Lender and its Affiliates to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained remain in compliance with such Lender, Issuing Bank or any Affiliate of either of themall Healthcare Laws.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents Lenders and any rights now or hereafter granted under applicable lawthe Administrative Agent 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, the Administrative Agent and each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held owing by, the Administrative Agent or owing by such Lender, Issuing Bank or any of their Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Borrower against and on account of the 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 claims of Obligations owing to the Administrative Agent or such Lender and its Affiliates hereunder or under any nature other Loan Document, now or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) the Administrative Agent or such Lender or Issuing Bank Affiliate shall have made demand under this Agreement or 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 128 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent in writing after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees Lender under this Section 12.09 are in addition to other rights and remedies (including other rights of setoff) that it the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall not, without the express consent assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request Obligations of the Requisite LendersBorrower or any Domestic Subsidiary, exercise its setoff rights hereunder against any accounts it being understood that (a) the Equity Interests of any Borrower now Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or hereafter maintained with such Lender, Issuing Bank or otherwise diminish in any Affiliate of either of themrespect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.04(b).

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower against and on account of the Obligations of the Borrowers to Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.L/C Issuer may have. Section 10.10

Setoff. In addition to any Liens granted under to ------ the Loan Documents Administrative Agent, the Issuing Banks or the Lenders and any rights now or hereafter granted under applicable lawlaw and not by way of limitation of any such Lien or rights, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank is hereby authorized by each the Borrower at any time or from time to time, without notice to the Borrower, or to any other Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, that Lender or Issuing Bank or any of their Affiliates to or for the credit or the account of any the Borrower against and on account of the Obligations of the Borrowers Borrower to such Lender, that Lender or Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters Loans and Letter of Credit, Acceptances Credit Obligations and all claims of any nature or description arising out of or in connection connected with this Agreement or any of the Notesother Loan Documents, irrespective of whether or not (ia) such that Lender or Issuing Bank shall have made any demand hereunder or (iib) the Administrative Agent, at the request or with the consent of the Requisite Lenders, Agent shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI X and even though such Obligations although said ---------- obligations and liabilities, or any of them, may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite LendersAdministrative Agent, and that it shall, to the extent it is lawfully entitled to do soso during the continuation of an Event of Default, upon the request of the Requisite LendersAdministrative Agent, exercise its setoff set-off rights ================================================================= hereunder against any accounts of any the Borrower now or hereafter maintained with such Lender, Lender or Issuing Bank or any Affiliate of either of themBank.

Setoff. In From and after the occurrence of any Event of Default and during the continuance thereof, in addition to any Liens granted under the Loan Documents (and not in limitation of) any rights now or hereafter granted under applicable lawApplicable Law to Administrative Agent, upon LC Issuer, any Lender, or, subject to the occurrence and during the continuance provisions of Section 13.1(d), any Participant, each subsequent holder of any Event of Defaultthe Obligations, and each Lenderof their respective Affiliates (collectively, each Issuing Bank and any Affiliate for purposes of any Lender or Issuing Bank this Section 15.6, the “Setoff Parties” and, individually, a “Setoff Party”), is hereby authorized by each Borrower Credit Party to setoff and to appropriate and apply any and all deposits (general or special, time or demand, including Debt evidenced by certificates of deposit, in each case, whether matured or 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 Debt at any time held or owing by any Setoff Party to or for the credit or the account of any Credit Party) against the Obligations as provided in this Agreement, irrespective of whether (a) any demand for such Obligations has been made; or (b) the Obligations have been accelerated as contemplated in Section 11.2; or (c) such Obligations are contingent or un-matured. Any sums obtained by any Setoff Party shall 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 Section 15.6 may be exercised at any time or from time to time, without notice to any Person Credit Party or any other 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 being hereby expressly waivednotice. In addition to the foregoing, and notwithstanding any provision hereof to the contrary, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) to all amounts so set off and shall be paid over immediately to appropriate and to apply any and all deposits (general or specialAdministrative Agent for further application in accordance with the provisions of Section 4.2 and, includingpending such payment, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing shall be segregated by such Lender, Issuing Bank or any of their Affiliates to or Defaulting Lender from its other funds and deemed held in trust for the credit or the account benefit of any Borrower against and on account of the 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 LendersLC Issuer, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Swing Line Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite other Lenders, and that (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it shall, to the extent it is lawfully entitled to do so, upon the request exercised such right of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.setoff. 15.7

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable Lenders provided by law, upon the occurrence and during the continuance of any if a Guarantor Event of DefaultDefault exists, then irrespective of whether the Agent or such Lender shall have made demand under this Guaranty and whether such obligations may be contingent or unmatured, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or and from time to time, without prior notice to any Person (Guarantor, any such notice being hereby expressly waivedwaived to the fullest extent permitted by law, to place a hold (in the full amount of the Guarantied Indebtedness) to set off and to appropriate and to apply against any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates Lender to or for the credit or the account of such Guarantor and, provided that Guarantor shall then be obligated to pay all sums due and owing on the Guarantied Indebtedness in accordance with Section 2.01(b) hereof, to set off and apply any Borrower against and on all such deposits and other indebtedness at any time owing to such Lender to or for the credit or the account of the Obligations of the Borrowers such Guarantor against any and all obligations owing to such Lender, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmaturedhereafter existing. Each Lender agrees to promptly notify the affected Guarantor and the Agent after any such hold, setoff or application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, Lender under this Section 10.09 are in addition to the extent it is lawfully entitled to do soother rights and remedies (including other rights of setoff) that such Lender may have. NOTWITHSTANDING THE FOREGOING, upon the request of the Requisite LendersNO LENDER SHALL EXERCISE, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such LenderOR ATTEMPT TO EXERCISE, Issuing Bank or any Affiliate of either of themANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY GUARANTOR HELD OR MAINTAINED BY ANY LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower at any time or from time to timethat an Event of Default exists, without notice to Borrower or any other Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by Agent, such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrower arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but Borrower shall not 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 to the extent required by SECTION 12.5.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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 (i) owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness or (ii) contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrowers Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided, that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of the Administrative Agent, at the request or with the consent each Lender, each L/C Issuer and each Affiliate of any of the Requisite Lendersforegoing under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank such L/C Issuer or any such Affiliate of either of themmay have.

Setoff. In addition to Regardless of the adequacy of any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable lawCollateral, upon the occurrence and during the continuance of any Event of Default, each Lenderany deposits (general or specific, each Issuing Bank and any Affiliate time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender or Issuing Bank is hereby authorized by each any Affiliate thereof to Borrower at and any time securities or from time to timeother property of such parties in the possession of such Lender or any Affiliate may, without notice to any Person Borrower (any such notice being hereby expressly waivedwaived by Borrower) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and to appropriate and to apply any and all deposits (general other liabilities, direct, or specialindirect, includingabsolute or contingent, but not limited todue or to become due, indebtedness evidenced by certificates now existing or hereafter arising, of depositthe Credit Parties to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from Borrower, whether matured by voluntary payment, exercise of the right of setoff, or unmatured (but not including trust accounts)) otherwise, and shall retain and apply to the payment of the Note or Notes held by 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 all of the Lenders, such Lender will make such disposition and arrangements with the other Indebtedness at 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 its proportionate payment as contemplated by this Agreement; provided that if all or any time held or owing by part of such excess payment is thereafter recovered from such Lender, Issuing Bank or 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 their Affiliates setoff, (a) all amounts so set off shall be paid over immediately to or the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the credit or the account of any Borrower against and on account benefit of the Obligations of Agent and 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 claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, (b) the Defaulting Lender shall provide promptly to the extent Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it is lawfully entitled to do so, upon the request exercised such right of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themsetoff.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lendersubject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates and each L/C Issuer and its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice 161 to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, but not limited toexcluding any payroll, indebtedness evidenced by certificates of deposittrust, whether matured or unmatured (but not including trust tax withholding accounts)) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower against and on account of the Obligations of the Borrowers to Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under applicable lawApplicable Law, upon the occurrence Agent and during the continuance each Lender (and each of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank their respective Affiliates) is hereby authorized by each Borrower Borrowers at any time or from time to timethat an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived) ), to set off and to appropriate and to apply any and all deposits (deposits, general or special, including, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmatured (but not including trust accounts)) and any other Indebtedness Debt at any time held or owing by such Lender, Issuing Bank Lender or any of their Affiliates to or for the credit or the account of any either Borrower against and on account of the Obligations of Borrowers arising under the Borrowers Loan Documents to Agent, such Lender, Issuing Bank Lender or any of their Affiliates, including, but not limited to, including all Loans, Letters of Credit, Acceptances Loans and LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement or the NotesAgreement, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder or hereunder, (ii) the Administrative Agent, at the request or with the consent of the Requisite Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI this Agreement and even though such Obligations may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Each Lender Notwithstanding the foregoing, each of Agent and Lenders agree with each Issuing Bank agrees other that it shall not, without the express consent of the Requisite Required Lenders, and that it shall, shall (to the extent that it is lawfully entitled to do so, ) upon the request of the Requisite Required Lenders, exercise its setoff rights hereunder against any accounts of any either Borrower now or hereafter maintained with Agent, such Lender, Issuing Bank Lender or any Affiliate of either any of them, but no Borrower shall have any 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 to the extent required by Section 12.5.

Setoff. In addition to any Liens granted rights of setoff or other rights that the Parent or Purchaser or any of the other Indemnitees may have at common law or otherwise, Parent and Purchaser shall have the right to withhold and deduct any sum that may be owed to any Indemnitee under this Section 6 from any amount otherwise payable by any Indemnitee, including amounts payable pursuant to Sections 1.2(a) (iii) and (iv), to the Loan Documents Shareholder's Representative or to the Seller or the Shareholder. Additionally, Parent and Purchaser shall have the right, but not the obligation, to withhold and deduct such amount as is equal to the difference between (a) (i) the June 14th Accounts Payable Amount plus any rights now other accounts payable amounts accrued prior to June 14, 1999 minus (ii) actual amounts collected by Purchaser directly (or hereafter granted under applicable lawcollected by Seller prior to the Closing and delivered to Purchaser) from the June 14th Accounts Receivable Amount minus (b) three hundred thousand dollars ($300,000); provided, upon the occurrence however, that Purchaser shall assign such uncollected accounts receivable to Shareholder. The withholding and during the continuance deduction of any Event such sum shall operate for all purposes as a complete discharge (to the extent of Default, each Lender, each Issuing Bank such sum) of the obligation to pay the amount from which such sum was withheld and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or from deducted. From time to time, without Parent or Purchaser may give notice (a "Notice") to Seller and Shareholder specifying in reasonable detail the nature and dollar amount of any claim (a "Claim") it may have under Section 6 of this Agreement; Parent and Purchaser may make more than one claim with respect to any underlying state of facts. If Seller gives notice to Parent and Purchaser disputing any Person Claim (any such notice being hereby expressly waiveda "Counter Notice") to set off within 30 days following receipt by Seller and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any Borrower against and on account Shareholder of the Obligations Notice regarding such Claim, such Claim shall be resolved as provided below. If no Counter Notice is received by Parent and Purchaser within such 30-day period, then the dollar amount of the Borrowers to such Lender, Issuing Bank damages claimed by Parent or any Purchaser as set forth in its Notice shall be deemed established for purposes of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or and, at the Notesend of such 30-day period, irrespective of whether or not Purchaser shall be entitled to withhold and deduct from payments owed to Seller the dollar amount claimed in the Notice. If a Counter Notice is given with respect to a Claim, Purchaser shall withhold and deduct from payment owed to Seller with respect thereto only (i) such Lender or Issuing Bank shall have made any demand hereunder upon the mutual agreement of Purchaser and Shareholder or (ii) a final non-appealable order of a court of competent jurisdiction; provided, however, until such Claim is resolved pursuant to (i) or (ii) above, Purchasers payment obligations under Sections 1.2(a) (iii) and (iv) shall be suspended. Purchaser's payment obligations will only resume upon such time as 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it Claim is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themresolved.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders 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 Lender, each Issuing Bank Lender and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by by, such Lender, Issuing Bank or any of their Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Borrower against and on account of the all Obligations of the Borrowers owing to such LenderLender and its Affiliates hereunder or under any other Loan Document, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) such Agent or such Lender or Issuing Bank Affiliate shall have made demand under this Agreement or 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 other Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Issuing Bank agrees Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that it the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall not, without the express consent assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request Obligations of the Requisite LendersBorrower or any Domestic Subsidiary, exercise its setoff rights hereunder against any accounts it being understood that (a) the Equity Interests of any Borrower now Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or hereafter maintained with such Lender, Issuing Bank or otherwise diminish in any Affiliate of either of themrespect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.04(b).

Setoff. In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable 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 Lender, Syndication Party and each Issuing Bank and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without notice to any Person (any such notice being hereby expressly waived) the fullest extent permitted by Applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)in whatever currency) and any other Indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender, Issuing Bank Syndication Party or any of their Affiliates such Affiliate, to or for the credit or the account of any Borrower Obligor against any and on account all of the Obligations obligations of the Borrowers any Obligor now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender, Issuing Bank Syndication Party or any of their its Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) such Lender Syndication Party or Issuing Bank Affiliate shall have made any demand hereunder under this Credit Agreement or (ii) the Administrative Agent, at the request or with the consent any other Loan Document and although such obligations of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though such Obligations Obligor may be contingent or unmaturedunmatured or are owed to a branch, office or Affiliate of such Syndication Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting 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 15.29 and, pending such payment, shall be segregated by such Defaulting Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Syndication Party, and (y) the Defaulting Syndication Party shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Bank Debt owing to such Defaulting 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 Lender Syndication Party agrees to notify the relevant Obligor and each Issuing Bank agrees the Administrative Agent promptly after any such setoff and application; provided that it the failure to give such notice shall not, without not affect the express consent validity of the Requisite Lenders, such setoff and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themapplication.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable Banks provided by law, upon the occurrence and during the continuance of any if an Event of DefaultDefault exists, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by each Borrower at any time or and from time to time, without prior notice to any Person (the Borrowers, any such notice being hereby expressly waived) waived by the Borrowers to the fullest extent permitted by law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmatured (but not including trust accounts)final) and any other Indebtedness at any time held or by, and other indebtedness at any time owing by to, 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 Obligations of the Borrowers against any and all Obligations owing to such LenderBank, Issuing Bank now or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this Agreement or the Noteshereafter existing, irrespective of whether or not (i) the Agent or such Lender or Issuing Bank shall have made demand under this Agreement or 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 Loan Document and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by Article XI and even though although such Obligations may be contingent or unmatured. Each Lender and each Issuing Bank agrees promptly to notify the Borrowers and the Agent after any such setoff and application made by such Bank; PROVIDED, HOWEVER, that it the failure to give such notice shall not, without not affect the express consent validity of the Requisite Lenders, such setoff and that it shall, application. The rights of each Bank under this Section 10.09 are in addition to the extent it is lawfully entitled to do soother rights and remedies (including other rights of setoff) which the Bank may have. NOTWITHSTANDING THE FOREGOING, upon the request of the Requisite LendersNO BANK SHALL EXERCISE, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such LenderOR ATTEMPT TO EXERCISE, Issuing Bank or any Affiliate of either of themANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWERS OR ANY SUBSIDIARY OF THE BORROWERS HELD OR MAINTAINED BY THE BANK WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY BANKS.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrowers or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by Holdings and the Borrowers (each on its own behalf and on behalf of each Loan Party and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, provisional or final, but not limited toexcluding any payroll, indebtedness evidenced by certificates of deposittrust, whether matured or unmatured (but not including trust tax withholding accounts)) and any other Indebtedness 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower against Representative and on account of the Obligations of the Borrowers to Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of themL/C Issuer may have.

Setoff. In addition to any Liens granted under rights and remedies of the Loan Documents and any rights now or hereafter granted under applicable lawLenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender, Lender and its Affiliates and each Issuing Bank L/C Issuer and any Affiliate of any Lender or Issuing Bank its Affiliates is hereby authorized by each Borrower at any time or and from time to time, without prior notice to the Borrower or any Person (other Loan Party, any such notice being hereby expressly waivedwaived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any 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 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such LenderLender or its Affiliates or such L/C Issuer or its Affiliates, Issuing Bank or any of their Affiliates as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrowers to Borrower and the Administrative Agent after any such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances set off and all claims of any nature or description arising out of or in connection with this Agreement or the Notes, irrespective of whether or not (i) application made by such Lender or Issuing Bank L/C Issuer, as the case may be; provided that the failure to give such notice shall have made any demand hereunder or (ii) not affect the validity of such setoff and application. The rights of 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 the Notes to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each each Lender and each Issuing Bank agrees L/C Issuer under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that it shall notthe Administrative Agent, without the express consent of the Requisite Lenders, such Lender and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Bank or any Affiliate of either of them.L/C Issuer may have. 728