Common use of Setoff Clause in Contracts

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

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

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

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (other than escrow, payroll, xxxxx cash, trust and tax accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent 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 the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement 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 Indebtednessunmatured; 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 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Holdings 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.

Setoff. In addition to and without limiting any rights and remedies of the Lenders provided by Lawset-off that a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence and during the continuance of any Event of Defaultan Early Termination Date, each Lender and its Affiliates Dealer (and only Dealer) shall have the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, right to set off and apply any and all deposits (general obligation that it may have to Counterparty under this Confirmation, including without limitation any obligation to make any payment of cash or specialdelivery of Shares to Counterparty, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing obligation Counterparty may have to such Lender and its Affiliates or the Collateral Agent hereunder or Dealer under any other Loan Documentagreement between Dealer and Counterparty relating to Shares (each such contract or agreement, now a “Separate Agreement”), including without limitation any obligation to make a payment of cash or hereafter existing, irrespective a delivery of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement Shares or any other Loan Document and although property or securities. For this purpose, Dealer shall be entitled to convert any obligation (or the relevant portion of such Obligations may be contingent or unmatured or obligation) denominated in a one currency different from that into another currency at the rate of exchange at which it would be able to purchase the relevant amount of such currency, and to convert any obligation to deliver any non-cash property into an obligation to deliver cash in an amount calculated by reference to the market value of such property as of the applicable deposit or IndebtednessEarly Termination Date, as determined by the Calculation Agent in its sole discretion; provided that in the event case of a set-off of any obligation to release or deliver assets against any right to receive fungible assets, such obligation and right shall be set off in kind and; provided further that in determining the value of any Defaulting Lender obligation to deliver Shares, the value at any time of such obligation shall exercise be determined by reference to the market value of the Shares at such time, as determined in good faith by the Calculation Agent. If an obligation is unascertained at the time of 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 2.17 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 Agentset-off, the L/C IssuersCalculation Agent may in good faith estimate the amount or value of such obligation, in which case set-off will be effected in respect of that estimate, and the Lenders, and (y) the Defaulting Lender relevant party shall provide promptly account to the Administrative Agent a statement describing other party at the time such obligation or right is ascertained. For the avoidance of doubt and notwithstanding anything to the contrary provided in reasonable detail this Section 9(k), in the Obligations owing event of bankruptcy or liquidation of either Counterparty or Dealer neither party shall have the right to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made any obligation that it may have to the other party under the Transaction against any obligation such other party may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties hereto, by such Lender; provided that the failure to give such notice shall not affect the validity operation of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorlaw or otherwise.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) each Issuing Bank is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such Issuing Bank to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch Issuing Bank, irrespective of whether or not such Agent Lender or such Lender or Affiliate Issuing Bank shall have made any 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 IndebtednessDocument; 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 2.17 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 L/C IssuersIssuing Banks, 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 each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Parent Borrower, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan DocumentFinancing Agreement, 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 Financing Agreement and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Parent 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, the Collateral Agent and each Lender under this Section 10.09 14.14 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of the Issuing Bank or any unpaid feesLender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each the Issuing Bank, a Lender, an Affiliate of its Subsidiaries) the Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held byor owing by the Administrative Agent, and other Indebtedness at any time owing bythe Issuing Bank, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent, the Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2, and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Bank and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) at or other sums credited by or due from any time held byLender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender under the Loan Documents. Each of the Lenders agree with each other Lender that if such Lender shall receive from the Borrower or the Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and other Indebtedness at shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any time owing byamount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and its Affiliates arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or the Collateral Agent to or for the credit or the account otherwise as shall result in each Lender receiving in respect of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and Notes held by it its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (yb) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) at or other sums credited by or due from any time held byLender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender under the Loan Documents. Each of the Lenders agree with each other Lender that if such Lender shall receive from the Borrower or the Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and other Indebtedness at shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any time owing byamount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and its Affiliates arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or the Collateral Agent to or for the credit or the account otherwise as shall result in each Lender receiving in respect of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and Notes held by it its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender Lender, each Issuing Bank, and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender, such Lender and its Affiliates Issuing Bank or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder such Issuing Bank or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency Lending Installation or Affiliate of such Lender or such Issuing Bank different from that of the applicable Lending Installation or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuing Banks, 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, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender Lender, each LC Issuer, and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender, such Lender and its Affiliates LC Issuer or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any and all Obligations owing of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder such LC Issuer or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, LC Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender or such LC Issuer different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C LC Issuers, 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, each LC Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuer or their respective Affiliates may have. Each Lender and LC Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the Borrowerany Borrower or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing byto, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such LenderLender 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 the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, subject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any payroll, trust, or tax withholding accounts) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each 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 LenderLender 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 the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to At any rights and remedies of the Lenders provided by Law, upon the occurrence and time during the continuance of any an Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect Issuing Bank, Lenders, and any of any unpaid feestheir Affiliates are authorized, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby Agent, Issuing Bank, such Lender and its Affiliates or the Collateral Agent such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries an Obligor against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent or Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent Issuing Bank, each Lender and each Lender such Affiliate under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Person may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its Affiliates (and the Collateral Agent, in respect each L/C Issuer and each of any unpaid fees, costs and expenses payable hereunder) its Affiliates is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such L/C Issuer or any such Affiliate to or for the credit or the account of the respective Parent Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Parent Borrower or such Loan Party now or hereafter existing under this Agreement or any other Credit Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch L/C Issuer, irrespective of whether or not such Agent Lender or such Lender or Affiliate L/C Issuer shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Parent Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or such L/C Issuer different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, 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 Affiliates and each L/C Issuer and each of its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates or such L/C Issuer or its Affiliates may have. Each Lender and each L/C Issuer agrees to promptly to notify the Parent Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights Notwithstanding anything to the contrary in this Section 10.09, none of the Administrative AgentLenders, L/C Issuers or their respective Affiliates may setoff and apply any deposits or other obligations owing by any Lender, L/C Issuer or any of their respective Affiliates to or for the credit of: (a) any Swiss Credit Party against any Obligations of the Parent Borrower, the Collateral Agent Guarantors or the Japanese Subsidiary Borrower and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights b) the Japanese Subsidiary Borrower against any Obligations of setoff) that the Administrative AgentParent Borrower, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such GuarantorGuarantors or the Swiss Loan Parties.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerParent Borrower or any other Loan Party, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) 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 Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such LenderLender 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 the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

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

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each Issuing Bank and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerLead Borrower or any other Loan Party, any such notice being waived by the Lead Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent Issuing Bank 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 the Collateral Agent Issuing Bank and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that that, in the event that any Defaulting Lender shall exercise 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 2.17 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuing Banks, 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. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no Issuing Bank or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or the Issuing Bank or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrowers. Each Lender and Issuing Bank agrees promptly to notify the Lead Borrower and the Administrative Agent after any such set off and application made by such LenderLender or Issuing Bank, 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 the Administrative Agent, the Collateral Agent each Lender and each Lender Issuing Bank under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender and the Issuing Bank may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each any Issuing Bank, a Lender, an Affiliate of its Subsidiaries) any Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Lenders provided by LawAdministrative Agent or any Lender, upon the occurrence and during the continuance of any Event of Defaulteach Participant, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each a Lender, an Affiliate of its Subsidiaries) a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Agent and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in 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 2.17 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 L/C Issuers, 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. 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 owning by such Lender or 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 Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect Subsidiary of the Borrower. 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 LenderLender 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 the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) at or other sums credited by or due from any time held byLender or any Affiliate thereof to any Credit Party and any securities or other property of such parties in the possession of such Lender or any Affiliate may, without notice to any Credit Party (any such notice being expressly waived) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Credit Parties. Each of the Lenders agrees with each other Lender that if such Lender shall receive from a Credit Party, whether by voluntary payment, exercise of the right of setoff, or otherwise, and other Indebtedness at shall retain and apply to the payment of the Note or Notes held by such Lender any time owing byamount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and its Affiliates arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or the Collateral Agent to or for the credit or the account otherwise as shall result in each Lender receiving in respect of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and Notes held by it its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each 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 LenderLender 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 the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to (and not in limitation of) any rights now or hereafter granted under Applicable Law to Administrative Agent, LC Issuer, any Lender, or, subject to the provisions of Section 14.1(d), any Participant, and remedies each subsequent holder of any of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party Obligations and each of its Subsidiariestheir respective Affiliates (collectively, for purposes of this Section, the “Setoff Parties”) is hereby authorized by each Credit Party to the fullest extent permitted by applicable Law, setoff and to set off appropriate and apply any and all deposits (general or special, time or demand, provisional including Debt evidenced by certificates of deposit, in each case whether matured or finalun-matured, but excluding (x) any amounts held by any Setoff Party in any escrow account and (y) without the prior consent of Administrative Agent, any Collection Account and any other Debt at any time held by, and other Indebtedness at or owing by any time owing by, such Lender and its Affiliates or the Collateral Agent Setoff Party to or for the credit or the account of any Credit Party, against the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingas provided in this Agreement, irrespective of whether (a) any demand for such Obligations has been made; (b) the Obligations have been accelerated as contemplated in Section 12.2; or not (c) such Agent Obligations are contingent or such Lender or Affiliate un-matured. Any sums obtained by any Setoff Party shall have made demand be subject to the application of payments to the Obligations as set forth in this Agreement. The rights granted to each Setoff Party under this Agreement section may be exercised at any time or from time to time, without notice to any Borrower or any other Loan Document Person, and although each Credit Party hereby waives any right it may have to such Obligations may be contingent or unmatured or denominated in a currency different from that of notice. In addition to the applicable deposit or Indebtedness; provided that foregoing, and notwithstanding any provision hereof to the contrary, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersLC Issuer, Swing Line Lender and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each 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 LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault exists and subject to the Intercreditor Agreement, Administrative Agent and each Lender and its Affiliates (and shall have the Collateral Agentright to set off against the Obligations under the Loan Documents, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) or other sums at any time held by, and other Indebtedness at any time credited by or owing by, such Lender and its Affiliates or the Collateral Agent 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 the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such from Administrative Agent or such Lender to Borrower whether or Affiliate shall have made demand not the Obligations under this Agreement or any other the Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocuments are then due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, : (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 12.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, ; and (yb) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. To the extent that Borrower has accounts, which in the style thereof as reflected in Administrative Agent’s records are designated as royalty, joint interest owner or operator accounts, the foregoing right of setoff shall only extend to funds in such accounts which do not belong to, or otherwise arise from payments to Borrower for the account of, third-party royalty, joint interest owners, or operators, and any funds in such accounts improperly setoff shall be returned to Borrower upon presentation by Borrower of reasonable proof that such funds were being held for the account of such other Persons. Each Lender agrees promptly to notify the or Administrative Agent making such an offset and application shall give Borrower and other Lenders written notice of such offset and application promptly after effecting it. Subject to the Intercreditor Agreement, each amount set off shall be paid to Administrative Agent after any such for application to the Obligations under the Loan Documents in the order set off and application made by such Lender; provided that forth in Section 10.3. As further security for the failure Obligations, Borrower hereby grants to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 a security interest in all money, instruments, and other Property of Borrower now or hereafter held by Administrative Agent or such Lender, including, without limitation, Property held in safekeeping. In addition to Administrative Agent’s and each Lender’s right of setoff and as further security for the Obligations, Borrower hereby grants to Administrative Agent and each Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of Borrower now or hereafter on deposit with or held by Administrative Agent or such Lender and all other sums at any time credited by or owing from Administrative Agent or such Lender to Borrower. The rights and remedies of Administrative Agent and each Lender hereunder are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the which Administrative Agent, the Collateral Agent and or such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Issuing Lender and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, the Issuing Lender or any such Lender and its Affiliates or the Collateral Agent Affiliate to or for the credit or the account of the respective any Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Borrower or such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingIssuing Lender, irrespective of whether or not such Agent or such Lender or Affiliate the Issuing Lender shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of such Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or the Issuing Lender different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 §6.17 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 L/C Issuers, 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 Issuing Lender and their respective Affiliates under this §15 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees promptly to notify the Borrower Borrowers and the Administrative Applicable Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No Any amounts set off from any Guarantor pursuant to this §15 shall be applied distributed ratably in accordance with §31 among all of the Lenders by the Lender setting off such amount. If any Lender fails to share such setoff ratably, the Applicable Agent shall have the right to withhold such Lender’s share of any Excluded Swap Obligations Borrower’s payments until each of such Guarantorthe Lenders shall have, in the aggregate, received a pro rata repayment.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each 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 LenderLender 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 the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerCompany, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations (other than, with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) owing to such Lender and its Affiliates or the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, the Alternative L/C Issuers and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Borrowers 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent 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 the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may havehave at Law. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations Obligation of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent any such Affiliate to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing to of the obligations of the Borrower or such Lender and its Affiliates Loan Party now or the Collateral Agent hereunder hereafter existing under this Agreement or under any other Loan Document, now or hereafter existingDocument to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 Sections 2.15 and 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, the L/C IssuersIssuing Bank, 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 the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or the Issuing Bank or Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; provided application, provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing byto, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each 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 LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerCompany or any other Loan Party, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that that, in the event that any Defaulting Lender shall exercise case of any such right deposits or other Indebtedness for the credit or the account of setoffany Foreign Subsidiary, (x) all amounts so such set off shall may only be paid over immediately to the Administrative Agent for further application in accordance with the provisions against any Obligations of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffForeign Subsidiaries. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall be applied to the assets of any Excluded Swap Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such Guarantoran asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligation to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to (a) At any rights and remedies of the Lenders provided by Law, upon the occurrence and time during the continuance of any an Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect Issuing Bank, Lenders, and any of any unpaid feestheir Affiliates are authorized, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby Agent, Issuing Bank, such Lender and its Affiliates or the Collateral Agent such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries a Credit Party against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent or Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent Issuing Bank, each Lender and each Lender such Affiliate under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Person may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Lenders provided Agent, each Lender and each Participant is hereby authorized by Lawthe Borrower, upon the occurrence and at any time or from time to time during the continuance of any an Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on case of a Lender or Participant subject to receipt of the prior written consent of the Agent exercised in its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawsole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Agent, such Lender and its Affiliates or any affiliate of the Collateral Agent or such Lender, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may obligations shall be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and Participant agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights application nor give rise to any claim against or liability of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantoror participant.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates and each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates and such Lender and its Affiliates or Affiliates, as the Collateral Agent 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 or such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or Agent, such Lender 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; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, none of each Agent and its Affiliates and each Lender and its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Agent or its Affiliates and such Lender from or its other funds and deemed held in trust Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Foreign Holding Company. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender, 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 the Administrative Agent, the Collateral each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral such Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each 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 LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each 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 LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from Notwithstanding anything to the contrary contained herein or in any Guarantor shall be applied other Loan Document, each Lender expressly waives its right of setoff pursuant to this Section 10.09 or any Excluded Swap Obligations other provision of such Guarantorany Loan Document with respect to deposit accounts in which have been deposited payments received under Medicare, Medicaid, TRICARE and other health care programs of the United States or any state (including the District of Columbia) thereof and any agency or other Governmental Authority thereof.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all First Lien Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such First Lien Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 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 L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the First Lien Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender; provided 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary of the Borrower or a Domestic Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the First Lien Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by the Borrower or a Domestic Subsidiary do not constitute such Guarantoran asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.03(b)(ii).

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 10.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent 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 the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of the Lenders provided by Law, upon the occurrence and during the continuance limitation of any Event of Defaultsuch rights, the Administrative Agent, each Lender Lender, each Issuing Bank and its Affiliates (and each Participant is hereby authorized by the Collateral AgentCompany, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the Parent, any Borrower, any other Loan Party or any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf case of a Lender, an Issuing Bank or a Participant subject to receipt of the prior written consent of the Administrative Agent and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable LawRequisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, such Participant or any Affiliate of the Collateral Agent Administrative Agent, such Issuing Bank or such Lender, to or for the credit or the account of any Borrower or any Subsidiary Guarantor against and on account of any of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly Promptly following any such set-off, the Administrative Agent shall use commercially reasonable efforts to notify the Borrower Company thereof and of the Administrative Agent after any application of such set off and application made by such Lender; set-off, provided that the failure to give such notice shall not affect invalidate such set-off or the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorapplication thereof.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, the L/C Issuer and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, the L/C Issuer or any such Lender and its Affiliates or the Collateral Agent Affiliate to or for the credit or the account of the respective Borrowers or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder L/C Issuer or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrowers or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender or the L/C Issuer different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Delinquent 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 2.17 §2.12 and, pending such payment, shall be segregated by such Defaulting Delinquent Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuer and the Lenders, and (y) the Defaulting Delinquent Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Delinquent 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 the L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights Notwithstanding the above, all proceeds of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied administered pursuant to any Excluded Swap Obligations of such Guarantorthe Intercreditor Agreement.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Lenders provided by LawAdministrative Agent or any Lender, upon the occurrence and during the continuance of any Event of Defaulteach Participant, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on case of a Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawreasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its Affiliates (and the Collateral Agent, in respect each L/C Issuer and each of any unpaid fees, costs and expenses payable hereunder) its Affiliates is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such L/C Issuer or any such Affiliate to or for the credit or the account of the respective Parent Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Parent Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch L/C Issuer, irrespective of whether or not such Agent Lender or such Lender or Affiliate L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Parent Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or such L/C Issuer different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, 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 Affiliates and each L/C Issuer and each of its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates or such L/C Issuer or its Affiliates may have. Each Lender and each L/C Issuer agrees to promptly to notify the Parent Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerParent, any such notice being waived by the Borrower Parent (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided 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 2.17 2.17(b) 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Parent and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 10.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and from time to timewhile an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender Lender, the Issuing Bank, and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender and its Affiliates Lender, the Issuing Bank or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder Issuing Bank or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender or the Issuing Bank different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender 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 2.17 2.21 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 L/C IssuersIssuing Bank, 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 Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, each of the Lenders provided by Law, upon Parent and the occurrence and during Borrower hereby authorizes the continuance of any Event of DefaultAdministrative Agent, each Lender and its Affiliates (and Issuing Bank, each Lender, each Affiliate of the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerParent or the Borrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any of the Obligations then due and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingpayable, irrespective of whether or not such Agent any 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 all of the applicable deposit Loans and all other Obligations have been declared to be, or Indebtedness; provided that have otherwise become, due and payable as permitted by Section 10.2. Notwithstanding anything to the contrary in the event that 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 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the BorrowerBorrowers or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent 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 the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or other Secured Agreement (as defined in the Security Agreement)), 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 (or other Secured Agreement (as defined in the Security Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such 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 2.17 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, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided 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, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Controlled Foreign Subsidiary or FSHCO constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the Obligations of the U.S. Borrower, it being understood that (a) the Equity Interests of any Controlled Foreign Subsidiary or FSHCO that is directly owned by the U.S. Borrower or a Domestic Subsidiary does constitute such Guarantoran asset, and may be pledged, to the extent set forth in Section 6.12 and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrowers, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 9.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, the L/C Issuer and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, the L/C Issuer or any such Lender and its Affiliates or the Collateral Agent Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Guarantor against any and all Obligations owing to of the obligations of such Lender and its Affiliates Guarantor now or the Collateral Agent hereunder hereafter existing under this Guaranty or under any other Loan DocumentDocument to such Lender, now the L/C Issuer or hereafter existingany such L/C Issuer or Lender’s Affiliate, irrespective of whether or not such Agent or such Lender Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement Guaranty or any other Loan Document and although such Obligations obligations of such Guarantor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and the LendersIssuer, 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 the L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided 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 2.17 2.16 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 L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender; provided 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such Guarantoran asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b).

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of DefaultEach Borrower agrees that Agent, each Lender and its Affiliates the Issuing Bank has all rights of setoff and banker's lien provided by applicable law and, in addition thereto, each Borrower agrees that (in addition to Agent's rights with respect to proceeds of Collateral) at any time (a) any amount owing by it under this Agreement or any other Financing Agreement is then due or (b) any Default exists, Agent, each Lender and the Collateral Issuing Bank may apply to the payment of the Liabilities, any and all balances, credits, deposits, accounts or moneys of such Borrower then or thereafter with the Agent, such Lenders or Issuing Bank. Without limitation of the foregoing and in addition to Agent's rights with respect to the proceeds of any unpaid feesthe Collateral, costs each Borrower agrees that upon and expenses payable hereunder) after the occurrence of a Default, Agent, each Lender and the Issuing Bank and each of their respective branches and offices is authorized hereby authorized, at any time and from time to time, without prior notice notice, (i) to setoff against, and to appropriate and apply to the Borrowerpayment of, the Liabilities (whether matured or unmatured, fixed or contingent or liquidated or unliquidated) any and all amounts owing by Agent, any such notice being waived by the Lender or Issuing Bank or any such office or branch to such Borrower (on its own behalf and on behalf whether matured or unmatured, and, in the case of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawdeposits, to set off and apply any and all deposits (whether general or special, time or demanddemand and however evidenced) and (ii) pending any such action, provisional or final) at to the extent necessary, to hold such amounts as collateral to secure such Liabilities and to return as unpaid for insufficient funds any time held by, and all checks and other Indebtedness at items drawn against any time owing bydeposits so held as Agent, such Lender or Issuing Bank may elect in its sole discretion. Each Lender or Issuing Bank exercising such rights shall notify Agent thereof and its Affiliates or the Collateral Agent to or for the credit or the account any amount received as a result of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to exercise of such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off rights shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 reallocated among Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing Issuing Bank as set forth in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such GuarantorSubsection 2.13 hereof.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent or Revolver Agent, as applicable, after any such set off and application made by such LenderLender 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 the Administrative Agent, the Collateral Agent Revolver Agent, each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent Revolver Agent, such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any Each Borrower agrees that the Administrative Agent and each Lender have all rights of setoff and remedies of the Lenders bankers’ lien provided by Lawapplicable law, upon the occurrence and during the continuance of in addition thereto, each Borrower agrees that at any time any Event of DefaultDefault exists, the Administrative Agent and each Lender and its Affiliates (and the Collateral Agentmay apply all balances, in respect credits, deposits, accounts or moneys of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to Borrower then or thereafter with the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Administrative Agent or such Lender to the payment of any Obligations of such Borrower (or, subject to the limitations on joint and several liability set forth in Section 2.7(c), to the Obligations of another Borrower) hereunder, whether or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided not then due, provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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, the L/C Issuers, Issuing Lenders and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Issuing Lender and each other Lender and their respective Affiliates and branches under this Section are in addition to other rights and remedies (including other rights of setoff) that such Issuing Lender, such Lender or their respective Affiliates and branches may have. Each Issuing Lender and each other Lender agrees promptly to notify the Borrower applicable Borrowers and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (other than escrow, payroll, xxxxx cash, trust and tax accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent 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 the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement 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 Indebtednessof other obligations; 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 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Administrative Agent and the Collateral AgentAgent and their respective Affiliates, in respect of any unpaid fees, costs and expenses payable to it hereunder) is authorized at any time and from time to time, without prior notice to Holdings, the BorrowerBorrower or any other Loan Party, any such notice being waived by Holdings, the Borrower and each other Loan Party (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral such Agent or 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 or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 AgentAgents, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent and the Collateral 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable LawGovernmental Authority, to set off and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including return excess margin and including but not limited to obligations under that certain Amended and Restated Master Repurchase Agreement among TIAA, FSB, as the administrative agent and a buyer thereunder, Signature Bank as a buyer thereunder and xxxxXxxxx.xxx, LLC as seller thereunder) at any time held by, and other Indebtedness indebtedness at any time owing by, by such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any of and all the Obligations owing to such Lender and its of the Borrower or any of Borrower’s Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingexisting under this Agreement held by such Lender or any of such Xxxxxx’s Affiliates, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any 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 unmatured. In addition to Administrative Agent’s right of setoff and as further security for the Obligations, subject to the prior rights of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffAgency, (x) all amounts so set off shall be paid over immediately Borrower hereby grants to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 Agenteach Lender a security interest in all deposits (general or special, the L/C Issuerstime or demand, provisional or final) 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 other accounts of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made now or hereafter on deposit with or held by such Lender; provided that the failure Lender and all other sums at any time credited by or owing from such Lender to give such notice shall not affect the validity of such setoff and applicationBorrower. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 4.12 are in addition to other rights and remedies (including other rights of setoffset-off) that the Administrative Agent, the Collateral Agent and which such Lender may have. No amounts set The Administrative Agent and each Xxxxxx agrees to promptly notify Borrower after any set-off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorand application.

Setoff. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2, and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, each Issuing Bank and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates Issuing Bank or the Collateral Agent any such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Guarantor against any of and all the Obligations owing to held by such Lender Lender, such Issuing Bank or their respective Affiliates which are then due and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingpayable, irrespective of whether or not such Agent or such Lender Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document Guarantee and although any of the Obligations is owed to a branch, office or Affiliate of such Obligations may be contingent Lender or unmatured or denominated in a currency such Issuing Bank different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 terms hereof 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 L/C Issuers, Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Article XI are in addition to other rights and remedies (including other rights of setoff) which such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to promptly to notify the Borrower applicable Guarantor and the Administrative Agent after any such set off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (excluding any such deposits held in payroll, trust or Tax withholding accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in 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 2.17 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 L/C Issuers, 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. 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 owning by such Lender or 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 Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect Subsidiary of the Borrower. 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 LenderLender 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 the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of the Lenders provided by Law, upon the occurrence and during the continuance limitation of any Event of Defaultsuch rights, the Administrative Agent, each Lender and its Affiliates (and each Participant is hereby authorized by the Collateral AgentCompany, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the Parent, any Borrower, any other Loan Party or any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf case of a Lender or a Participant subject to receipt of the prior written consent of the Administrative Agent and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable LawRequisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Lender, such Participant or any Affiliate of the Collateral Administrative Agent or such Lender, to or for the credit or the account of any Borrower or any Subsidiary Guarantor against and on account of any of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly Promptly following any such set-off, the Administrative Agent shall use commercially reasonable efforts to notify the Borrower Company thereof and of the Administrative Agent after any application of such set off and application made by such Lender; set-off, provided that the failure to give such notice shall not affect invalidate such set-off or the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorapplication thereof.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender and its Affiliates, the Swing Line Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its their respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) 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, such Swing Line Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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, such Swing Line Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, such Lender, the Swing Line Lender, such L/C Issuer or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative contrary contained herein, none of each Agent for further application in accordance with the provisions of Section 2.17 andand its Affiliates, pending each Lender and its Affiliates, such payment, shall be segregated by such Defaulting Swing Line Lender from and its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the each L/C IssuersIssuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or its Affiliates, such Swing Line Lender and its Affiliates or such L/C Issuer or its Affiliates, as the Lenderscase 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 and (y) the Defaulting Lender shall provide promptly to the Administrative Agent that is not itself a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party. Each Lender, Swing Line 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, Swing Line 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 the Administrative each Agent, each Lender, the Collateral Agent Swing Line Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative such Agent, such Lender, the Collateral Agent Swing Line Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrowers, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations (other than, with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) owing to such Lender and its Affiliates or the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, the Alternative L/C Issuers and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Borrowers 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of the Issuing Bank or any unpaid feesLender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on case of the Issuing Bank, a Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawreasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held byor owing by the Administrative Agent, and other Indebtedness at any time owing bythe Issuing Bank, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent, the Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Bank and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender and each its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender and its Affiliates or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective Parent or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Parent or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and or its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingAffiliates, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Parent or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.21 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 L/C Issuers, 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 Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender Xxxxxx agrees promptly to notify the Borrower Representative and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor11.2.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the BorrowerBorrowers or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent 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 the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or other Secured Agreement (as defined in the Security Agreement)), 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 (or other Secured Agreement (as defined in the Security Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such 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 2.17 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 L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided 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, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Controlled Foreign Subsidiary or FSHCO constitute security for, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the Obligations of the U.S. Borrower, it being understood that (a) the Equity Interests of any Controlled Foreign Subsidiary or FSHCO that is directly owned by the U.S. Borrower or a Domestic Subsidiary of the U.S. Borrower does constitute such Guarantoran asset, and may be pledged, to the extent set forth in Section 6.12 and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of DefaultAdministrative Agent, each Lender Issuing Bank or any Lender, and its Affiliates (and the Collateral Agenteach Participant, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2., and although such Obligations may shall be contingent or unmatured or denominated in a currency different from that unmatured. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the applicable deposit or Indebtedness; application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. Notwithstanding anything to the contrary in the event that 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 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Lenders provided by LawAdministrative Agent or any Lender, upon the occurrence and during the continuance of any Event of Defaulteach Participant, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each a Lender, an Affiliate of its Subsidiaries) a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any of the Obligations then due and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingpayable, 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 all of the applicable deposit Loan and all other Obligations have been declared to be, or Indebtedness; provided that have otherwise become, due and payable as permitted by Section 11.2. Notwithstanding anything to the contrary in the event that 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 2.17 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 L/C Issuers, Agent and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault exists, Administrative Agent and each Lender and its Affiliates (and shall have the Collateral Agentright to set off against the Obligations under the Loan Documents, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrowerany Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) or other sums at any time held by, and other Indebtedness at any time credited by or owing by, such Lender and its Affiliates or the Collateral Agent 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 the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such from Administrative Agent or such Lender to such Loan Party whether or Affiliate shall have made demand not the Obligations under this Agreement or any other the Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocuments are then due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, : (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 11.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, ; and (yb) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly amount set off shall be paid to notify the Borrower and the Administrative Agent after any such for application to the Obligations under the Loan Documents in the order set off and application made by such Lender; provided that forth in Section 9.4. As further security for the failure Obligations, each Loan Party hereby grants to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 a security interest in all money, instruments, and other Property of such Loan Party, as applicable, now or hereafter held by Administrative Agent or such Lender, including, without limitation, Property held in safekeeping. In addition to Administrative Agent’s and each Lender’s right of setoff and as further security for the Obligations, each Loan Party hereby grants to Administrative Agent and each Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of such Loan Party now or hereafter on deposit with or held by Administrative Agent or such Lender and all other sums at any time credited by or owing from Administrative Agent or such Lender to such Loan Party. The rights and remedies of Administrative Agent and each Lender hereunder are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the which Administrative Agent, the Collateral Agent and or such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrowers, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Borrowers 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of If any Event of DefaultDefault shall have occurred and be continuing, each Lender or L/C Issuer and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender and its Affiliates or the Collateral Agent L/C Issuer or any such Affiliate, to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing to of the obligations of any such Lender and its Affiliates Loan Party now or the Collateral Agent hereunder hereafter existing under this Agreement or under any other Loan DocumentDocument to such Lender, now L/C Issuer or hereafter existingAffiliate, irrespective of whether or not such Agent or such Lender Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender or L/C Issuer different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.15 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 Administrative Agent, the L/C Issuers, Agent and the Lendersother Lender Parties, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender or L/C Issuer and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, L/C Issuer or its Affiliates may have. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of If any Event of DefaultDefault shall have occurred and be continuing, each Lender Party and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender and its Affiliates Party or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of any such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates Party or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingAffiliate, irrespective of whether or not such Agent or such Lender Party or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender Party different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed be held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lendersother Lender Parties, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Party or its Affiliates may have. Each Lender and L/C Issuer agrees promptly to notify the Borrower AMRC and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Specified Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent 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 the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary that is a CFC or a Domestic Foreign Holding Company. Each 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 LenderLender 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 the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower Holdings (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party and other than payroll or trust fund accounts, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent 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 the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or other Secured Document (as defined in the Security Agreement)), 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 (or other Secured Document (as defined in the Security Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such 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 2.17 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 L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided 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, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Lenders provided by LawAdministrative Agent or any Lender, upon the occurrence and during the continuance of any Event of Defaulteach Participant, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists and is continuing, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each a Lender, an Affiliate a Lender, or a Participant, subject to receipt of its Subsidiaries) to the fullest extent permitted by applicable Lawprior 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, time including indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2, and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Agent and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party and other than payroll or trust fund accounts, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent 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 the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or other Secured Agreement (as defined in the Guarantee and Collateral Agreement)), 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 (or other Secured Agreement (as defined in the Guarantee and Collateral Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such 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 2.17 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 L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided 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, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of the Issuing Bank or any unpaid feesLender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each the Issuing Bank, a Lender, an Affiliate of its Subsidiaries) the Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held byor owing by the Administrative Agent, and other Indebtedness at any time owing bythe Issuing Bank, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent, the Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that 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 2.17 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 L/C Issuers, Issuing Bank and the Lenders, Lenders and (y) the such 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 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition Borrower hereby grants to any rights the Administrative Agent and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (Interest Rate Hedge Counterparty a continuing lien, security interest and the Collateral Agentright of setoff as security for all Obligations, in respect of any unpaid feeswhether now existing or hereafter arising, costs upon and expenses payable hereunder) is authorized at any time against all deposits, credits, collateral and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Documentproperty, now or hereafter existingin the possession, irrespective custody, safekeeping or control of whether or not such Agent or the Administrative Agent, such Lender (or Affiliate any Lender Affiliate) and such Interest Rate Hedge Counterparty and their successors and assigns or in transit to any of them. Regardless of the adequacy of any collateral, if any of the Obligations are due and payable and have not been paid or any Event of Default shall have made demand under this Agreement occurred, any deposits or other sums credited by or due from any such Secured Party to the Borrower and any securities or other Loan Document and although property of the Borrower in the possession of such Obligations Secured Party may be contingent applied to or unmatured or denominated in a currency different from that set off by such Lender against the payment of the applicable deposit or IndebtednessObligations, subject to Section 4.4; provided provided, that in the event that any Defaulting Lender shall will exercise any such right of setoff, (xa) all amounts so set off shall will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 15.13 and, pending such payment, shall will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the other Lenders, and (yb) the Defaulting Lender shall will 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 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 AgentANY AND ALL RIGHTS TO REQUIRE ANY SECURED PARTY TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative AgentPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such GuarantorCREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) each Issuing Bank is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such Issuing Bank to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch Issuing Bank, irrespective of whether or not such Agent Lender or such Lender or Affiliate Issuing Bank shall have made any 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 IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees promptly to notify the Borrower and the 283 Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent 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 the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, the L/C Issuer and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, the L/C Issuer or any such Lender and its Affiliates or the Collateral Agent Affiliate to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder L/C Issuer or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent Lender, the L/C Issuer or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office or Affiliate of such Lender or the L/C Issuer different from that of the applicable branch or office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 Administrative Agent, the L/C Issuers, Issuer 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 the L/C Issuer agrees promptly to notify the Borrower Company and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. Each Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to to, and without limitation of, any rights and remedies of the Lenders provided by under Applicable Law, upon the occurrence and during the continuance of if any Borrower is not Solvent, or if any Event of DefaultDefault occurs, each Borrower authorizes each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off offset and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or Deposits toward the Collateral Agent to or for the credit or the account payment of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to 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 IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 6.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersLC Issuer, and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each The aforesaid rights may be exercised by the Agent or such Lender agrees promptly to notify against any Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of any Borrower and or against anyone else claiming through or against any Borrower or such trustee in bankruptcy, debtor in possession, assignee for the Administrative Agent after any benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such set off and application made by such Lender; provided that the failure to give such notice right of setoff shall not affect have been exercised by the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and or such Lender may haveprior to the occurrence of an Event of Default. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.17.9

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and is continuing, the Guarantor hereby authorizes each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) their respective Affiliates, after obtaining the prior written consent of the Administrative Agent and subject to Section 2 of this Guaranty, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent any such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries Guarantor against any and all Obligations owing of the obligations of the Guarantor now or hereafter existing under this Guaranty to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document Guaranty and although such Obligations obligations of the Guarantor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.14 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Subject to Section 2 of this Agreement, the rights of each Lender and its Affiliates under this Section 14 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees promptly to notify the Borrower Guarantor and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, each Issuer, and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender, such Lender and its Affiliates Issuer or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrowers or any other Obligor against any and all Obligations owing of the obligations of the Borrowers or such Obligor now or hereafter existing under this Agreement or any other Credit Document to such Lender and its Affiliates or the Collateral Agent hereunder such Issuer or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Borrowers or such Obligor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender or such Issuer different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuer, 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, each Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuer or their respective Affiliates may have. Each Lender and Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender and each Affiliate of the Lenders provided by LawAdministrative Agent, upon the occurrence and Issuing Bank or any Lender, at any time or from time to time during the continuance of any an Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each the Issuing Bank, a Lender or an Affiliate of its Subsidiaries) the Issuing Bank or a Lender, subject to receipt of the fullest extent permitted by applicable Lawprior 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, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held byor owing by the Administrative Agent, and other Indebtedness at any time owing bythe Issuing Bank, such Lender and its Affiliates or any Affiliate of the Collateral Agent Administrative Agent, the Issuing Bank or such Lender, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any of the Obligations then due and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingpayable, irrespective of whether or not such Agent any 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 all of the applicable deposit Loans and all other Obligations have been declared to be, or Indebtedness; provided that have otherwise become, due and payable as permitted by Section 10.2. Notwithstanding anything to the contrary in the event that 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 2.17 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 L/C Issuers, Issuing Bank and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. (a) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, subject to the prior written consent of the Administrative Agent, the Administrative Agent, each Lender and its their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, the Administrative Agent, such Lender and its or their respective Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to the Administrative Agent, such Lender and its or their respective Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to recovery by the Administrative Agent for further application in accordance with Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 2.17 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 L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff8.04. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to the event that any rights and remedies obligation of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand existing under this Agreement or any other Loan Document shall have become due and although such Obligations may be payable, each Lender is hereby authorized by the Borrower, at any time and from time to time following an Event of Default, without prior notice, (a) to set off against, and to appropriate and apply to the payment of, the obligations and liabilities of the Borrower under the Loan Documents (whether matured or unmatured, fixed or contingent or unmatured liquidated or denominated unliquidated) any and all amounts owing by such Lender to the Borrower (whether payable in Dollars or any other currency, whether matured or unmatured, and, in the case of deposits, whether general or special, time or demand and however evidenced) and (b) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as such Lender in its sole discretion may elect. The Borrower hereby grants to each Lender a currency different from that security interest in all deposits and accounts maintained with, and all other assets of the applicable deposit or Indebtedness; provided that Borrower in the event possession of, the Lender (but not payroll, sales tax or other fiduciary accounts that any Defaulting are segregated from other accounts of the Borrower and identified and used only as such). The rights of each Lender shall exercise any under this Section 10.12 are in addition to other rights and remedies (including other rights of set-off) which such right of setoffLender may have. The Borrower agrees that, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application fullest extent permitted by law, any Affiliate of each Lender, and any holder of a participation in accordance with any obligation of the provisions of Section 2.17 and, pending such paymentBorrower under this Agreement, shall have the same rights of setoff as such Lender as provided in this Section 10.12 regardless of whether such Affiliate or participant otherwise would be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit a creditor of the Administrative Agent, the L/C Issuers, 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 setoffBorrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerCompany, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations (other than, with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) owing to such Lender and its Affiliates or the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, the Alternative L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Borrowers 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Administrative Agent and the Collateral AgentAgent and their respective Affiliates, in respect of any unpaid fees, costs and expenses payable to it hereunder) is authorized at any time and from time to time, without prior notice to Holdings, the BorrowerBorrower or any other Loan Party, any such notice being waived by Holdings, the Borrower and each other Loan Party (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral such Agent or its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries (but excluding amounts held in payroll, employee benefits, tax, and other fiduciary or trust accounts) against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 AgentAgents, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent and the Collateral 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, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) each Issuing Bank is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such Issuing Bank to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch Issuing Bank, irrespective of whether or not such Agent Lender or such Lender or Affiliate Issuing Bank shall have made any 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 IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 L/C Issuers, Issuing Banks and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.