Common use of Setoff Clause in Contracts

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates any Affiliate of any Lender is hereby authorized by the Borrower and each other Loan Party at any time and from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, by such Lender or their respective any of its Affiliates to or for the credit or the account of the respective Borrower or such other Loan Parties Party against and their Subsidiaries against any and all on account of the Obligations owing of the Borrower to such Agent, such Lender or their respective Affiliates hereunder any of its Affiliates, including, but not limited to, all Loans and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement or the Notes, irrespective of whether or not such Agent or (i) such Lender or Affiliate shall have made any demand hereunder or (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under this Agreement or any other Loan Document the Notes to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly that it shall not, without the express consent of the Requisite Lenders, and that it shall, to notify the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower and each Agent after or 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and Loan Party now or hereafter maintained with such Lender may haveor any of its Affiliates.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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 Agent, such Lender or their respective and/or such 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 Agent, such Lender or their respective and/or such Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition Each Borrower hereby grants to the Lender a lien, security interest, and a right of setoff as security for all of the Obligations, upon and against all deposits, credits, collateral, and property of any Borrower, now or hereafter in the possession, custody, safekeeping, or control of the Lender or any entity under the control of the Lender, or in transit to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of them. At any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice demand or notice, the Lender may set off the same or any part thereof and apply the same to any liability or obligation of the Borrower or even though unmatured and regardless of the adequacy of any other Loan Partycollateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS, OR OTHER PROPERTY OF EACH BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVED. The Lender shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to any such notice being waived by the security or guarantee in any particular order and each Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) waives, to the fullest extent permitted by applicable Lawthat it lawfully can: (a) any right it might have to require the Lender to pursue any particular remedy before proceeding against them; and (b) any right to the benefit of, or 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 Agent, such Lender or their respective Affiliates to or for direct the credit or the account application of the respective Loan Parties and their Subsidiaries against proceeds of any and all collateral until the Obligations owing to such Agent, such Lender or their respective 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 are paid in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havefull.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agentsubject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its the Subsidiaries) to the fullest extent permitted by applicable Law, to set off setoff 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 AgentLender and its Affiliates or such L/C Issuer and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant and no L/C Issuer or its Affiliates shall have a right to setoff and apply any deposits held or other Indebtedness owing by such Lender or its setoff rights under this Section 10.09 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 that is subject to the provisions of Section 8.03a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and each the Administrative Agent after any such set off setoff and application made by such LenderLender or L/C Issuer, as the case may be; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition to any rights now or hereafter granted under applicable law or otherwise, and remedies not by way of the Agents and the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Agent, the Administrative Agent and each Lender and their respective Affiliates is hereby authorized at any time and or from time to time, without prior presentment, demand, protest or other notice of any kind to the Borrower or any other Loan PartyGrantor, any such notice being hereby expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) Grantor to the fullest extent permitted by applicable Lawlaw, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or their respective Affiliates such Lender wherever located) to or for the credit or the account of any Grantor against and on account of the respective Loan Parties Obligations of such Grantor then due and their Subsidiaries against any and all Obligations owing payable to such Agent, the Administrative Agent or such Lender or their respective Affiliates hereunder under this Agreement or under any of the other Loan Credit Documents, including, without limitation, all interests in Obligations of the Borrower purchased by such Lender pursuant to Section 12.4(b) of the Credit Agreement, and all other claims of any nature or description then due and payable arising out of or connected with this Agreement or any other Credit Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement hereunder and although said deposits or Indebtedness owing by the Administrative Agent or such Lender, or any other Loan Document and although such Obligations may of them, shall be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly to notify the Borrower The Administrative Agent and each Agent after Lender shall notify such Grantor promptly of any such set off setoff and the application made by the Administrative Agent or such Lender; Lender of the proceeds thereof, provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 8.6 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such which the Administrative Agent and or such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates Secured Party is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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) ), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates Secured Party 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 recovery by Defaulting Lender shall exercise any Agentsuch right of setoff, any Lender or their respective Affiliates pursuant (x) all amounts so set off shall be paid over immediately to its setoff rights under this Section 10.09 is subject to the Administrative Agent for further application in accordance with the provisions of Section 8.032.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (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 each the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided thatprovided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative 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 such the Administrative Agent and such Lender Secured Party may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such an asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such AgentLender and its Affiliates or such L/C Issuer and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant 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 setoff rights under this Section 10.09 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 subject to not a “United States person” within the provisions meaning of Section 8.037701(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 each 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, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) 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 Agents and the Lenders provided by Law, upon the occurrence and during the continuance limitation of any Event of Defaultsuch rights, each the Borrower hereby authorizes the Administrative Agent, each Lender Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and their respective each Participant (but not Affiliates is authorized of a Participant), at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, 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 by, such by the Administrative Agent, such Lender Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or their respective Affiliates 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existingof the Obligations, 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 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 applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to Administrative Agent for further application in accordance with the provisions of Section 8.033.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the 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 and the Issuing Banks agree to make reasonable efforts to notify the Borrower and each Agent promptly after any such set off setoff and application made by such Lender; application, provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Lawlaw, upon the occurrence and during the continuance of any Event of Default, each AgentDefault and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan Party and its SubsidiariesParty) 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) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower Borrowers and each the Administrative Agent after any such set set-off and application made by such Lender; provided thatprovided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender and their respective Affiliates under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such Agent and the Administrative Agent, such Lender and their respective Affiliates may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Company or any other Loan Party, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective 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 case of any recovery by such deposits or other Indebtedness for the credit or the account of any AgentForeign Subsidiary, such set off may only be against any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions Obligations of Section 8.03Foreign Subsidiaries. Each Lender agrees promptly to notify the Borrower Company and each the Administrative Agent after any such set off and application made by such Lender; provided thatprovided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. (a) In addition to any rights If an Event of Default shall have occurred and remedies be continuing, each of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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, such Agent, such by the Lender or their respective and its Affiliates 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 Agent, such Lender other Loan Party now or their respective Affiliates hereunder hereafter existing under this Agreement or under any other Loan Document, now or hereafter existing, Document to the Lender irrespective of whether or not such Agent or such the 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 other Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of the Lender different from that the branch or office holding such deposit or obligated on such indebtedness. The rights of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective and its Affiliates pursuant to its setoff rights under this Section 10.09 is subject are in addition to other rights and remedies (including other rights of setoff) that the provisions of Section 8.03Lender or its Affiliates may have. Each The Lender agrees promptly to notify the Borrower and each Agent promptly after any such set off setoff and application made by such Lender; application, provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective each of its Affiliates is are authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Partyof its Subsidiaries, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and 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 Agent, such Lender or their respective and its Affiliates to or for the credit or the account of the respective Loan Parties Borrower and their its Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective and its Affiliates hereunder or under any other Loan Financing 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 Financing 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Facility Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Facility Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such the Facility Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Credit Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its SubsidiariesCredit Party) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates to or for the credit or the account of the respective Loan Credit Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan Credit 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 Credit 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 recovery by Defaulting Lender shall exercise any Agentsuch right of setoff, any Lender or their respective Affiliates pursuant (x) all amounts so set off shall be paid over immediately to its setoff rights under this Section 10.09 is subject to the Administrative Agent for further application in accordance with the provisions of Section 8.032.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set set-off and application made by such Lender; provided thatprovided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 14.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such the Administrative Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies Liens granted under any of the Agents Loan Documents and the Lenders provided by any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates Affiliates) is hereby authorized by Borrowers at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower Borrowers or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing by, such by Agent, such Lender or any of their respective Affiliates to or for the credit or the account of any Borrower against and on account of the respective Obligations of Borrowers arising under the Loan Parties and their Subsidiaries against any and all Obligations owing Documents to such Agent, such Lender or any of their respective Affiliates hereunder Affiliates, including all Loans and Letter of Credit Outstandings and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender or Affiliate shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Required Lenders, and that any recovery by any Agentit shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, any Lender or their respective Affiliates pursuant to exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall have a claim or cause of action against Agent or any Lender for any setoff made without the provisions consent of Section 8.03. Each Lender agrees promptly to notify the Borrower Required Lenders and each 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 any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of each Agent and each Lender under this to the extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have12.5.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the any Borrower or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and 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 Agent, such Lender or their respective and/or such 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 Agent, such Lender or their respective and/or such Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower Borrowers and each the Administrative Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition to the event that any rights and remedies obligation of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, Guarantor 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 payable, after an Event of Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to the Guarantor, to set off against and apply to such Obligations may due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by the Guarantor with the Lender. Such right shall be contingent absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to the Guarantor is absolute or contingent, matured or unmatured (it being agreed that each Lender may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in a currency the same or different from that currencies, and regardless of the applicable deposit existence or Indebtedness; provided that adequacy of any recovery by other direct or indirect security or any Agent, any Lender other right or their respective Affiliates pursuant remedy available to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure . Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker's lien available to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each any Lender under this Section 10.09 are 5.8, at law or otherwise. The Guarantor hereby agrees that any affiliate of any Lender, and any holder of a participation in addition to other rights and remedies (including other any Guaranteed Obligations of the Guarantor under this Agreement, shall have the same rights of setoff) that setoff as each Lender as provided in this Section 5.8 (regardless of whether such Agent and such Lender may haveaffiliate or participant otherwise would be deemed a creditor of the Guarantor).

Setoff. (a) In addition to the event that any rights and remedies obligation of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, Guarantor 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 payable, after an Event of Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to the Guarantor, to set off against and apply to such Obligations may due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by the Guarantor with the Lender. Such right shall be contingent absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to the Guarantor is absolute or contingent, matured or unmatured (it being agreed that each Lender may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in a currency the same or different from that currencies, and regardless of the applicable deposit existence or Indebtedness; provided that adequacy of any recovery by other direct or indirect security or any Agent, any Lender other right or their respective Affiliates pursuant remedy available to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure . Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker’s lien available to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each any Lender under this Section 10.09 are 5.8, at law or otherwise. The Guarantor hereby agrees that any affiliate of any Lender, and any holder of a participation in addition to other rights and remedies (including other any Guaranteed Obligations of the Guarantor under this Agreement, shall have the same rights of setoff) that setoff as each Lender as provided in this Section 5.8 (regardless of whether such Agent and such Lender may haveaffiliate or participant otherwise would be deemed a creditor of the Guarantor).

Setoff. (a) In addition to any other rights and remedies of the Agents and the Lenders provided by Lawwhich Agent or any Lender may have under applicable law, upon the occurrence and during the continuance of any an Event of DefaultDefault hereunder, each Agent, Agent and each Lender and their respective Affiliates is authorized at any time and from time shall have a right to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time Borrower's property held by, and other Indebtedness at any time owing by, such by Agent, such Lender or their respective Affiliates by the Bank to reduce the Obligations. If any Lender (including Agent) shall obtain from any Borrower payment of any principal of or for the credit or the account of the respective Loan Parties and their Subsidiaries against interest on any and all Obligations Advance owing to such Agent, such Lender it or their respective Affiliates hereunder or under payment of any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand amount under this Agreement or any of the Other Documents through the exercise of any right of setoff, banker's lien or counterclaim or similar right or otherwise (other Loan Document than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its pro rata share of the principal of the Advances or more than its share of such other amounts then due hereunder or thereunder by any Borrower to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and although simultaneously purchase from such Obligations other Lenders a participation in the Advances or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be contingent incurred by such Lender in obtaining or unmatured or denominated preserving such excess payment) in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or accordance with their respective Affiliates pursuant to its setoff rights under this Section 10.09 pro rata shares or as otherwise agreed by Lenders. To such end, all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haverescinded or must otherwise be restored.

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates any Affiliate of any Lender is hereby authorized by the Borrowers at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, by such Lender or their respective any of its Affiliates to or for the credit or the account of the respective Loan Parties Borrowers against and their Subsidiaries against any and all on account of the Obligations owing of the Borrowers to such Agent, such Lender or their respective Affiliates hereunder any of its Affiliates, including, but not limited to, all Loans and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such Agent or (i) such Lender or Affiliate shall have made any demand under this Agreement hereunder or any (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other Loan Document amounts due hereunder to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly that it shall not, without the express consent of the Requisite Lenders, and that it shall, to notify the Borrower and each Agent after extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any such set off and application made by such Lender; provided that, accounts of the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and Borrowers now or hereafter maintained with such Lender may haveor any Affiliate.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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 Agent, such Lender or their respective and/or such 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 Agent, such Lender or their respective and/or such Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon Upon the occurrence and during the continuance of any an Event of DefaultDefault with respect to a Party (“X”), each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, the other Party (“Y”) will have the right (but not be obliged) without prior notice to the Borrower X or any other Loan Partyperson to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under this Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any such obligation of Y owed to X (whether or not matured or contingent and whether or not arising under this Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice being waived by to X of any setoff effected hereunder. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) estimate, subject to the fullest extent permitted by applicable Lawrelevant Party accounting to the other when the obligation is ascertained. Nothing herein shall be deemed to create a charge or other security interest. This provision shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to set off and apply which any and all deposits (general or special, time or demand, provisional or final) party is at any time held byotherwise entitled (whether by operation of law, and contract or otherwise). Notwithstanding any provision to the contrary contained in this Agreement, the Non-Defaulting Party shall not be required to pay to the Defaulting Party any Termination Payment until the Non-Defaulting Party receives confirmation satisfactory to it in its reasonable discretion (which may include an opinion of its counsel) that all other Indebtedness at obligations of any time owing by, such Agent, such Lender or their respective Affiliates to or for the credit or the account kind whatsoever of the respective Loan Parties and their Subsidiaries against Defaulting Party to make any and all Obligations owing payments to such Agent, such Lender or their respective 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 the Non-Defaulting Party under this Agreement or any other Loan Document otherwise which are due and although such Obligations may be contingent or unmatured or denominated in a currency different from that payable as of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower Early Termination Date have been fully and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havefinally performed.”

Setoff. (a) In addition Borrower hereby grants to Lender a lien, security interest and a right of setoff as security for all of the Obligations, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Lender or any entity under the control of Lender, or in transit to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of them. At any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice demand or notice, Lender may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Lender shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to any such security or guarantee in any particular order and the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) waives to the fullest extent permitted by applicable Lawthat it lawfully can, (a) any right it might have to set off require the Lender to pursue any particular remedy before proceeding against the Lender and apply (b) any and all deposits (general right to the benefit of, or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates to or for direct the credit or the account application of the respective Loan Parties and their Subsidiaries against proceeds of any and all collateral until the Obligations owing to such Agent, such Lender or their respective 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 are paid in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havefull.

Setoff. (a) In addition to any rights and remedies of the Agents Administrative Agent and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and the Administrative Agent and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and and. other Indebtedness at any time owing by, such AgentLender and its Affiliates or the Administrative Agent and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender and its Affiliates or their respective the Administrative Agent and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender and the Administrative Agent agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such LenderLender or the Administrative Agent, as the case may be; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such the Administrative Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such AgentLender and its Affiliates or such L/C Issuer and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its setoff rights under this Section 10.09 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 subject to not a “United States person” within the provisions meaning of Section 8.037701(a)(30) of the Code unless such Subsidiary (i) is not a direct or indirect subsidiary of Holdings or (ii) is a Loan Party. Each Lender and L/C Issuer agrees promptly to notify the Borrower Borrowers and each the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided thatprovided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each AgentLender, each Issuing Bank and any Affiliate of any Lender and their respective Affiliates or Issuing Bank is hereby authorized by each Borrower at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing byby such Lender, such Agent, such Lender Issuing Bank or any of their respective Affiliates to or for the credit or the account of any Borrower against and on account of the respective Loan Parties and Obligations of the Borrowers to such Lender, Issuing Bank or any of their Subsidiaries against any Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all Obligations owing to such Agent, such Lender claims of any nature or their respective Affiliates hereunder description arising out of or under any other Loan Document, now in connection with this Agreement or hereafter existingthe Notes, irrespective of whether or not such Agent or (i) such Lender or Affiliate Issuing Bank shall have made any demand hereunder or (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under this Agreement or any other Loan Document the Notes to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Requisite Lenders, and that any recovery by any Agentit shall, any Lender or their respective Affiliates pursuant to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights under this Section 10.09 is subject to the provisions hereunder against any accounts of Section 8.03. Each Lender agrees promptly to notify the any Borrower and each Agent after any such set off and application made by now or hereafter maintained with such Lender; provided that, the failure to give such notice shall not affect the validity Issuing Bank or any Affiliate of such setoff and application. The rights either of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havethem.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each after obtaining the prior written consent of the Administrative Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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 Agent, such Lender or their respective 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 Agent, such Lender or their respective 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 110 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative 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 such the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower's obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. (a) In addition to the event that any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance obligation of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, Guarantor 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 payable, after an Event of Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to such Obligations may Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by such Guarantor with such Lender. Such right shall be contingent absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to such Guarantor is absolute or contingent, matured or unmatured (it being agreed that each Lender may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in a currency the same or different from that currencies, and regardless of the applicable deposit existence or Indebtedness; provided that adequacy of any recovery by other direct or indirect security or any Agent, any Lender other right or their respective Affiliates pursuant remedy available to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure . Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker’s lien available to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each any Lender under this Section 10.09 are 5.8, at law or otherwise. Each Guarantor hereby agrees that any affiliate of any Lender, and any holder of a participation in addition to other rights and remedies (including other any Guaranteed Obligations of any Guarantor under this Agreement, shall have the same rights of setoff) that setoff as each Lender as provided in this Section 5.8 (regardless of whether such Agent and affiliate or participant otherwise would be deemed a creditor of such Lender may haveGuarantor).

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each AgentAgent and its Affiliates, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness (in any currency) at any time owing by, such AgentAgent and its Affiliates, such Lender and its Affiliates or their respective Affiliates such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such AgentAgent and its Affiliates, such Lender and its Affiliates or their respective such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, such Lender, such L/C Issuer or such Lender 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 . Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any recovery deposits held or other Indebtedness owing by any Agentsuch Agent or its Affiliates, any such Lender or their respective its Affiliates pursuant or such L/C Issuer or its Affiliates, as the case may be, to its setoff rights under this Section 10.09 or for the credit or the account of any Subsidiary of a Loan Party that is subject to the provisions of Section 8.03a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and each 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, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent 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 such Agent Agent, such Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Agent, such Lender or their respective and its Affiliates hereunder or under any other Bridge Loan Document, Document now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made a demand under this Agreement or any other Bridge Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or its setoff rights under this Section 10.09 Affiliates to or for the credit or the account of any Subsidiary of a Loan Party which is subject to not a “United States person” within the provisions meaning of Section 8.037701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrower. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative 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 such the Administrative Agent and such Lender may have.

Setoff. (a) In addition to any Liens granted under the Loan ------ Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates any Affiliate of any Lender is hereby authorized by the Borrower at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, by such Lender or their respective any of its Affiliates to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against any and all on account of the Obligations owing of the Borrower to such Agent, such Lender or their respective Affiliates hereunder any of its Affiliates, including, but not limited to, all Loans and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such Agent or (i) such Lender or Affiliate shall have made any demand under this Agreement hereunder or any (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other Loan Document amounts due hereunder to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03---------- unmatured. Each Lender agrees promptly that it shall not, without the express consent of the Requisite Lenders, and that it shall, to notify the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and now or hereafter maintained with such Lender may haveor any Affiliate.

Setoff. (a) In addition to the event that any rights and remedies obligation of the Agents Borrower or any other Loan Party now or hereafter existing under this Agreement or any other Loan Document shall have become due and payable, the Lenders provided Lender is hereby authorized by Lawthe Borrower and each other Loan Party, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice 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 liquidated or unliquidated) any and all amounts owing by such Lender to the Borrower or any other Loan PartyParty (whether payable in Dollars or any other currency, any such notice being waived by whether matured or unmatured, and, in the Borrower (on its own behalf and on behalf case of each Loan Party and 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 (b) pending any such action, provisional or final) at any time held byto the extent necessary, to hold such amounts as collateral to secure such obligations and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates liabilities and to or return as unpaid for the credit or the account of the respective Loan Parties and their Subsidiaries against insufficient funds any and all Obligations owing to such Agent, checks and other items drawn against any deposits so held as such Lender or their respective Affiliates hereunder or under any in its sole discretion may elect. The Borrower and, if applicable, and each other Loan DocumentParty hereby grants to the Lender a security interest in all deposits and accounts maintained with, now or hereafter existing, irrespective and all other assets of whether or not such Agent the Borrower 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 Party in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided thatpossession of, the failure to give such notice shall not affect the validity of such setoff and applicationLender. The rights of each Agent and each the Lender under this Section 10.09 10.12 are in addition to other rights and remedies (including other rights of setoffset-off) that such Agent and such which the Lender may have. The Borrower and each other Loan Party agree that any Affiliate of the Lender, and any holder of a participation in any obligation of the Borrower under this Agreement, shall have the same rights of setoff as the Lender as provided in this Section 10.12 regardless of whether such Affiliate or participant otherwise would be deemed a creditor of the Borrower.

Setoff. (a) 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 Agents and the Lenders provided by Law, upon the occurrence and during the continuance limitation of any Event of Defaultsuch rights, each the Borrower hereby authorizes the Administrative Agent, each Lender Lender, each Affiliate of the Administrative Agent or any Lender, and their respective Affiliates is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the Borrower or to any other Loan PartyPerson, 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 its Subsidiaries) a Lender, an Affiliate of 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 by, such by the Administrative Agent, such Lender Lender, any Affiliate of the Administrative Agent or their respective Affiliates 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existingof the Obligations, 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 this Section, if any Defaulting Lender shall exercise any such right of setoff, all amounts so set off shall be paid over immediately to the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to Administrative Agent for further application in accordance with the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any 3.9 and, pending such set off and application made payment, shall be segregated by such Lender; provided that, Defaulting Lender from its other funds and deemed held in trust for the failure to give such notice shall not affect benefit of the validity of such setoff and application. The rights of each Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havethe Lenders.

Setoff. Each of the Lenders agrees that it shall not, without the express written consent of the Administrative Agent, set off against the Obligations any amounts owing by such Lender to any Loan Party or any Deposit Accounts of any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by the Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against the Parent Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. If, at any time or times any Lender shall receive (a) In addition to by payment, foreclosure, setoff or otherwise, any rights and remedies proceeds of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of Collateral or any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice payments with respect to the Borrower or any other Loan PartyObligations, except for any such notice being waived proceeds or payments received by such Lender from the Administrative Agent pursuant to the terms of this Agreement or (b) payments from the Administrative Agent in excess of such Lender's Pro Rata Share of all such distributions by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and 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 Administrative Agent, such Lender promptly shall (i) turn the same over to the Administrative Agent, in kind, and with such endorsements as may be required to negotiate the same to the Administrative Agent, or their respective Affiliates to or in immediately available funds, as applicable, for the credit or the account of all of the respective Loan Parties Lenders and their Subsidiaries against any and all for application to the Obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective in accordance with the applicable provisions of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any (ii) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Loan Document Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and although such Obligations may be contingent or unmatured or denominated in a currency different from that the applicable portion of the applicable deposit or Indebtedness; provided that any recovery by any Agentpurchase price paid therefor shall be returned to such purchasing party, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject but without interest except to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) extent that such Agent and such Lender may havepurchasing party is required to pay interest in connection with the recovery of the excess payment.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Lawlaw, upon the occurrence and during the continuance of any if an Event of Default, each AgentDefault exists, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan PartyCompany, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) Company 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) at any time held by, and other Indebtedness indebtedness at any time owing by, such Agentto, such Lender or their respective Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries Company against any and all Obligations obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such the Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although whether such Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees to promptly to notify the Borrower Company and each the Agent after any such set off setoff and application made by such Lender; provided thatPROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to the other rights and remedies (including other rights of setoff) that such Agent and such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY, THE REIT, ANY MANAGEMENT ENTITY OR ANY SUBSIDIARY HELD OR MAINTAINED BY ANY LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.

Setoff. (a) 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 Agents and the Lenders provided by Law, upon the occurrence and during the continuance limitation of any Event of Defaultsuch rights, each the Borrower hereby authorizes the Administrative Agent, each Lender Lender, each Affiliate of the Administrative Agent or any Lender, and their respective Affiliates is authorized each Participant, at any time and from time to timewhile an Event of Default exists, without prior notice to the Borrower or to any other Loan PartyPerson, 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 its Subsidiaries) a Lender, an Affiliate of 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)(other than deposits of an unaffiliated third party) and any other indebtedness at any time held by, and other Indebtedness at any time or owing by, such by the Administrative Agent, such Lender Lender, any Affiliate of the Administrative Agent or their respective Affiliates 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existingof the Obligations, 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 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 applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to Administrative Agent for further application in accordance with the provisions of Section 8.03. Each 3.9 and, pending such payment, shall be segregated by such Defaulting Lender agrees from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) such Defaulting Lender shall provide promptly to notify the Borrower and each Administrative Agent after any a statement describing in reasonable detail the Obligations owing to such set off and application made by Defaulting Lender as to which it exercised such Lender; provided that, the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights right of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies Liens granted under any of the Agents Loan Documents and the Lenders provided by any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates Affiliates) is hereby authorized by Borrower at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing by, such by Agent, such Lender or any of their respective Affiliates to or for the credit or the account of Borrower against and on account of the respective Obligations of Borrower arising under the Loan Parties and their Subsidiaries against any and all Obligations owing Documents to such Agent, such Lender or any of their respective Affiliates hereunder Affiliates, including all Loans and LC Obligations and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender or Affiliate shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Required Lenders, and that any recovery by any Agentit shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, any Lender or their respective Affiliates pursuant to exercise its setoff rights under this Section 10.09 is subject to the provisions hereunder against any accounts of Section 8.03. Each Borrower now or hereafter maintained with Agent, such Lender agrees promptly to notify the or any Affiliate of any of them, but Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure to give such notice shall not affect have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of each Agent and each Lender under this to the extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have12.5.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agentsubject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Parent Borrower or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and 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 AgentLender and its Affiliates or such L/C Issuer and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its setoff rights under this Section 10.09 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 that is subject to the provisions of Section 8.03a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and each 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, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Borrowers or any other Loan PartyHoldings, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such AgentLender and its Affiliates or such L/C Issuer and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its setoff rights under this Section 10.09 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 subject to not a “United States person” within the provisions meaning of Section 8.037701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and each the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided thatprovided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition Subject to the terms of this Section 21, Assignor hereby grants to Agent and each of the Lenders, a lien, security interest and right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any entity under the control of Agent or Lender or in transit to any rights of them. At any time, from and remedies of the Agents and the Lenders provided by Law, upon after the occurrence of and during the continuance of any an Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Agent or any Lender may set off the same or any part thereof and apply the same to any liability or obligation of Assignor even though unmatured and regardless of the adequacy of any other Loan Party, collateral securing the Loan. Within five (5) Business Days of making any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) set-off, Agent agrees to the fullest extent permitted by applicable Lawnotify Assignor thereof, 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 Agent, such Lender or their respective 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 Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure by Agent to give such notice shall not affect the validity of such setoff and applicationset-off. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ASSIGNOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. (a) In addition to the event that any rights and remedies obligation of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, Guarantor 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 payable, after an Event of Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to the Guarantor, to set off against and apply to such Obligations may due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by the Guarantor with such Lender. Such right shall be contingent absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to the Guarantor is absolute or contingent, matured or unmatured (it being agreed that each Lender may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in a currency the same or different from that currencies, and regardless of the applicable deposit existence or Indebtedness; provided that adequacy of any recovery by other direct or indirect security or any Agent, any Lender other right or their respective Affiliates pursuant remedy available to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure . Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker's lien available to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each any Lender under this Section 10.09 are 5.8, at law or otherwise. The Guarantor hereby agrees that any affiliate of any Lender, and any holder of a participation in addition to other rights and remedies (including other any Guaranteed Obligations of the Guarantor under this Agreement, shall have the same rights of setoff) that setoff as each Lender as provided in this Section 5.8 (regardless of whether such Agent and such Lender may haveaffiliate or participant otherwise would be deemed a creditor of the Guarantor).

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Agent, each the Lender and their respective Affiliates any Affiliate of the Lender is hereby authorized by the Borrower at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, combine accounts or to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, such by the Lender or their respective any of its Affiliates to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of the Obligations of the Borrower to the Lender or any of its Affiliates, including, but not limited to, all Loans and all Obligations owing to such Agent, such Lender claims of any nature or their respective Affiliates hereunder description arising out of or under any other Loan Document, now or hereafter existingin con nection herewith, irrespective of whether or not such Agent or such (i) the Lender or Affiliate shall have made any demand under this Agreement hereunder or any (ii) the Lender shall have declared the principal of and interest on the Loans and other Loan Document amounts due hereunder to be due and although payable as permitted by Article VIII and even though such Obligations may be contingent or unmatured or denominated in a currency different from that unmatured. The Lender shall give the Borrower notice of any action taken pursuant to this Section 9.04 promptly upon the applicable deposit or Indebtedness; occurrence thereof provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure to give such notice do so shall not affect limit any right of the validity of Lender to take such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveaction.

Setoff. (a) In addition to At any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and time during the continuance of any an Event of Default, each of the Agent, each Lender any Security Trustee, any Fronting Bank, any Lender, and any of their respective Affiliates is authorized at any time and from time to timeauthorized, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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 the Agent, such AgentSecurity Trustee, such Fronting Bank, such Lender or their respective Affiliates such Affiliate to or for the credit or the account of the respective a Loan Parties and their Subsidiaries Party against any and all Obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existingSecured Obligations, irrespective of whether or not the Agent, such Agent or Security Trustee, such Fronting Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of the Agent, such Security Trustee, such Fronting Bank, such Lender or such Affiliate different from that of the applicable branch or office holding such deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any obligated on 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 applicationindebtedness. The rights of the Agent, each Agent Security Trustee, each Fronting Bank, each Lender and each Lender such Affiliate under this Section 10.09 11.4 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender Person may have. Each Lender agrees promptly to notify Parent and the Agent after any such setoff and application made by such Lender; provided, however, that failure to give such notice shall not affect the validity of such setoff and application; provided further, that notwithstanding anything to the contrary herein, the Secured Bank Product Provider shall have the right to setoff in accordance with the terms of its Bank Product Documents.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such AgentLender and its Affiliates or such L/C Issuer and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant 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 setoff rights under this Section 10.09 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 subject to not a “United States person” within the provisions meaning of Section 8.037701(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 each 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, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) 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 Agents and the Lenders provided by Law, upon the occurrence and during the continuance limitation of any Event of Defaultsuch rights, each the Borrower hereby authorizes the Administrative Agent, each Lender Lender, each Affiliate of the Administrative Agent or any Lender, and their respective Affiliates is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the Borrower or to any other Loan PartyPerson, 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 its Subsidiaries) a Lender, an Affiliate of 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 by, such by the Administrative Agent, such Lender Lender, any Affiliate of the Administrative Agent or their respective Affiliates 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existingof the Obligations, 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 this Section, if any Defaulting Lender shall exercise any such right of setoff, all amounts so set off shall be paid over immediately to the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to Administrative Agent for further application in accordance with the provisions of Section 8.033.9. Each Lender agrees promptly to notify the Borrower and each Agent after any and, pending such set off and application made payment, shall be segregated by such Lender; provided that, Defaulting Lender from its other funds and deemed held in trust for the failure to give such notice shall not affect benefit of the validity of such setoff and application. The rights of each Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havethe Lenders.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such AgentLender and its Affiliates or such L/C Issuer and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its setoff rights under this Section 10.09 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 subject to not a “United States person” within the provisions meaning of Section 8.037701(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 each the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided thatprovided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition Subject to the terms of this Section 17, Guarantor hereby grants to Agent and each of the Lenders, a lien, security interest and right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any entity under the control of Agent or Lender, or in transit to any rights of them. At any time, from and remedies of the Agents and the Lenders provided by Law, upon after the occurrence of and during the continuance of any an Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Agent or any Lender may set off the same or any part thereof and apply the same to any liability or obligation of Guarantor even though unmatured and regardless of the adequacy of any other Loan Party, collateral securing the Loan. Within five (5) Business Days of making any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) set-off, Agent agrees to the fullest extent permitted by applicable Lawnotify Guarantor thereof, 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 Agent, such Lender or their respective 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 Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure by Agent to give such notice shall not affect the validity of such setoff and applicationset-off. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. (a) In addition to any rights If a Facility Termination Event shall have occurred and remedies be continuing, each of the Agents Lenders and the Lenders provided by Law, upon the occurrence and during the continuance each of any Event of Default, each Agent, each Lender and their its respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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, such Agent, by such Lender or their respective Affiliates 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 Borrower now or hereafter existing under this Agreement or any other Transaction Document to such Agent, such Lender or their its respective Affiliates 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 Transaction Document and although such Obligations obligations of Borrower may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender different from that of the applicable branch, office or Affiliate holding such deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any obligated on 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 applicationindebtedness. The rights of each Agent Lender and each Lender its respective Affiliates under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender or its respective Affiliates may have. Each Lender agrees to notify Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. (a) In addition to any rights and remedies of the Agents Liens granted ------ under this Guaranty and the Lenders provided by Lawother Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each the Agent, each Lender Secured Party, and their respective Affiliates any Affiliate of the Agent or any Secured Party is hereby authorized by the Guarantor at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, such by the Agent, such Lender Secured Party or any of their respective Affiliates to or for the credit or the account of the respective Loan Parties Guarantor against and their Subsidiaries against any and all on account of the Secured Obligations owing of the Guarantor to such the Agent, such Lender Secured Party or any of their respective Affiliates hereunder or under any other Loan Document, now or hereafter existingAffiliates, irrespective of whether or not such (i) the Agent or such Lender or Affiliate Secured Party shall have made any demand hereunder or (ii) the Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due under this the Credit Agreement or any other Loan Document to be due and although payable as permitted by Article XII thereof and even though such Secured Obligations may be contingent or unmatured or denominated in a currency different from unmatured. Each Secured Party agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Requisite Lenders, and that any recovery by any Agentit shall, any Lender or their respective Affiliates pursuant to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of the provisions Borrower, any of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after its Subsidiaries, or Guarantor now or hereafter maintained with such Secured Party or any such set off and application made by such Lender; provided that, the failure to give such notice shall not affect the validity Affiliate of such setoff and application. The rights either of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havethem.

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates any Affiliate of any Lender is hereby authorized by each Borrower at any time and from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured (but not including tax, provisional or finalpayroll and trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, by such Lender or their respective any of its Affiliates to or for the credit or the account of such Borrower against and on account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing of the Borrowers to such Agent, such Lender or their respective Affiliates hereunder any of its Affiliates, including, but not limited to, all Loans and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement or the Notes, irrespective of whether or not such Agent or (i) such Lender or Affiliate shall have made any demand hereunder or (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under this Agreement or any other Loan Document the Notes to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly that it shall not, without the express consent of the Requisite Lenders, and that it shall, to notify the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and now or hereafter maintained with such Lender may haveor any of its Affiliates.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon Upon the occurrence and during the continuance of any an Event of Default, each Agentto the extent permitted or not expressly prohibited by applicable law, Borrower agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Lender and Bank shall be entitled, subject to receipt of the prior written consent of the Required Banks exercised in their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawsole discretion, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates to or by it for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such AgentBank under this Agreement or such Bank’s Notes, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective which is not paid when due (regardless of whether such balances are then due to Borrower or not such General Partner), in which case it shall promptly notify Borrower and 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 Indebtednessthereof; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the Bank’s failure to give such notice shall not affect the validity of thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights right of setoff, (x) that all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 12.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Fronting Banks and the Banks and (y) the Defaulting Lender shall provide promptly to Administrative Agent and a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender may haveas to which it exercised such right of setoff.

Setoff. (a) In addition to the event that any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance obligation of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, Guarantor 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 payable, after an Event of Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to such Obligations may Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by such Guarantor with such Lender. Such right shall be contingent absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to such Guarantor is absolute or contingent, matured or unmatured (it being agreed that each Lender may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in a currency the same or different from that currencies and regardless of the applicable deposit existence or Indebtedness; provided that adequacy of any recovery by other direct or indirect security or any Agent, any Lender other right or their respective Affiliates pursuant remedy available to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure . Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker’s lien available to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each any Lender under this Section 10.09 are 5.8, at law or otherwise. Each Guarantor hereby agrees that any affiliate of any Lender, and any holder of a participation in addition to other rights and remedies (including other any Guaranteed Obligations of any Guarantor under this Agreement, shall have the same rights of setoff) that setoff as each Lender as provided in this Section 5.8 (regardless of whether such Agent and affiliate or participant otherwise would be deemed a creditor of such Lender may haveGuarantor).

Setoff. (a) In addition to any rights and remedies Liens granted under any of the Agents Loan Documents and the Lenders provided by any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates Affiliates) is hereby authorized by Obligors at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower any Obligors or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby expressly waived), to set off and to appropriate and apply any and all deposits (deposits, general or special, time special (including certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing by, such Agent, by such Lender or any of their respective Affiliates to or for the credit or the account of any Obligor against and on account of the respective Obligations of Obligors arising under the Loan Parties and their Subsidiaries against any and all Obligations owing Documents to such Agent, such Lender or any of their respective Affiliates hereunder Affiliates, including all Loans and LC Obligations and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender or Affiliate shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Required Lenders, and that any recovery by any Agentit shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, any Lender or their respective Affiliates pursuant to exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the provisions consent of Section 8.03. Each Lender agrees promptly to notify the Borrower Required Lenders and each 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 any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of each Agent and each Lender under this to the extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have13.5.

Setoff. (a) In addition to any rights now or hereafter granted under applicable law and remedies not by way of the Agents and the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates each subsequent holder of any Pool One Note or Pool Two Note is hereby authorized by the Borrowers at any time and or from time to time, without prior notice to the Borrower Borrowers or to any other Loan PartyPerson, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional but not including trust accounts, and in whatever currency denominated) relating or final) attributable to or associated with a Hotel and any other indebtedness at any time held by, and other Indebtedness at any time or owing by, such Agent, such by the Lender or their respective Affiliates that subsequent holder to or for the credit or the account of either Borrower whether or not matured, against and on account of the respective Loan Parties obligations and their Subsidiaries against any and all Obligations owing liabilities of the Borrowers to such Agent, such that Lender or their respective Affiliates hereunder that subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature of description arising out of or under any other connected with the Loan Document, now or hereafter existingDocuments, irrespective of whether or not such Agent or such (a) that Lender or Affiliate that subsequent holder shall have made any demand under this Agreement hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 7.2 and although said obligations and liabilities, or any other Loan Document and although such Obligations of them, may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender The Agent agrees promptly to notify the Borrower and each Agent Borrowers in writing after any such set set-off and application made by such LenderLenders; provided thatprovided, however, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition The Borrower hereby grants to any rights the Administrative Agent and remedies each of the Agents Lenders a continuing lien, security interest and right of set-off as security for all liabilities and obligations to the Lenders provided by LawAdministrative Agent and each Lender, whether now existing or hereafter arising, upon the occurrence and during the continuance of any Event of Defaultagainst all deposits, each Agentcredits, each Lender collateral and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Documentproperty, now or hereafter existingin the possession, irrespective custody, safekeeping or control of whether or not such the Administrative Agent or such Lender or any Lender Affiliate and their successors and assigns or in transit to any of them. Regardless of the adequacy of any collateral, 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 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant Lenders to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, securities or other property of the failure to give such notice shall not affect Borrower in the validity possession of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havebe applied to or set off by such Lender against the payment of Obligations of the Borrower 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 to such Lender. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Lawlaw, upon the occurrence and during the continuance of any Event of Default, each AgentDefault and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its SubsidiariesParty) 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) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set set-off and application made by such Lender; provided thatprovided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender and their respective Affiliates under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such Agent and the Administrative Agent, such Lender and their respective Affiliates may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized event that at any time any obligation of the ------ Guarantors now or hereafter existing under this Agreement shall have become due and payable, the Agent and the Banks, or any of them, shall have the right from time to time, without prior notice to any Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of the Borrower Agent and the Banks to any Guarantor, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, however evidenced) now or hereafter maintained by any Guarantor with the Agent or the Banks. Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether or not the Agent and/or the Banks, or any of them, shall have given any notice or made any demand under this Agreement or under such obligation to the Guarantor, whether such obligation to the Guarantor is absolute or contingent, matured or unmatured (it being agreed that the Agent and the Banks, or any of them, may deem such obligation to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty or other direct or indirect security, right or remedy available to the Agent and the Banks. The rights of the Agent and the Banks under this Section are in addition to such other rights and remedies (including, without limitation, other rights of setoff and banker's lien) which the Agent and the Banks, or any of them, may have, and nothing in this Agreement or in any other Loan PartyDocument shall be deemed a waiver of or restriction on the right of setoff or banker's lien of the Agent and the Banks, or any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) them. The Guarantors hereby agree that, to the fullest extent permitted by applicable Lawlaw, to set off any affiliate of the Agent and apply the Banks, or any and all deposits (general or special, time or demand, provisional or final) at any time held byof them, and other Indebtedness at any time owing byholder of a participation in any obligation of any Guarantor under this Agreement, shall have the same rights of setoff as the Agent and the Banks as provided in this Section 4.08 (regardless of whether such Agent, such Lender affiliate or their respective Affiliates to or for the credit or the account participant otherwise would be deemed a creditor of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveGuarantor).

Setoff. (a) In addition to any rights If an Amortization Event shall have occurred and remedies be continuing, the Purchaser and each of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their its respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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 the Purchaser or any such Agent, such Lender or their respective Affiliates Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries Seller against any and all Obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, of the obligations of Seller now or hereafter existingexisting under this Agreement or any other Transaction Document to the Purchaser or its respective Affiliates, irrespective of whether or not such Agent the Purchaser or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Transaction Document and although such Obligations obligations of Seller may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Purchaser different from that the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Purchaser and its Affiliates pursuant to its setoff rights under this Section 10.09 is subject are in addition to other rights and remedies (including other rights of setoff) that the provisions of Section 8.03Purchaser or its respective Affiliates may have. Each Lender The Purchaser agrees promptly to notify the Borrower and each Agent Seller promptly after any such set off setoff and application made by such Lender; application, provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights provisions of each Agent and each Lender under this Section 10.09 are 11.3 shall not be construed to apply to any payment made by Seller pursuant to and in addition to other rights and remedies (including other rights accordance with the express terms of setoff) that such Agent and such Lender may havethis Agreement.

Setoff. (a) In The Company agrees that the Agent and each Bank have all rights of set-off and bankers' lien provided by applicable law, and in addition thereto, the Company hereby grants to the Agent and the Banks, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to the Agent and the Banks, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Agent, any Bank or any entity under the control of any Affiliate or parent thereof and its successors and assigns or in transit to any rights and remedies of them. At any time after an Event of Default or upon notice of issue of any legal process by which process any of the Agents and Company's assets in the Lenders provided by Lawpossession or control of the Agent or any Bank may be trusteed, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to timeattached or levied upon, without prior demand or notice to the Borrower or any other Loan Party, (any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to Company), the fullest extent permitted by applicable Law, to set off Agent and/or such Bank may setoff the same or any part thereof and apply the same to any and all deposits (general liability or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates to or for the credit or the account obligation of the respective Loan Parties Company and their Subsidiaries against any Guarantor even though unmatured and all Obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under regardless of the adequacy of any other Loan Documentcollateral securing the Loans. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS, now or hereafter existingPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, 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 any recovery by any AgentCREDITS OR OTHER PROPERTY OF THE COMPANY OR ANY GUARANTOR, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided thatARE HEREBY KNOWINGLY, the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveVOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon Upon the occurrence and during the continuance of any an Event of Default, each Agentto the extent permitted or not expressly prohibited by applicable law, Borrower agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each Lender and Bank shall be entitled, subject to receipt of the prior written consent of the Required Banks exercised in their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawsole discretion, to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates to or by it for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower at any of such Bank’s offices, in Dollars or in any other currency, against any and all Obligations owing amount payable by Borrower to such AgentBank under this Agreement or such Bank’s Notes, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective which is not paid when due (regardless of whether such balances are then due to Borrower or not such General Partner), in which case it shall promptly notify Borrower and 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 Indebtednessthereof; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the Bank’s failure to give such notice shall not affect the validity thereof. Payments by Borrower hereunder or under the other Loan Documents shall be made without setoff or counterclaim. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 12.20 and, pending such setoff payment, shall be segregated by such Defaulting Lender from its other funds and application. The rights deemed held in trust for the benefit of each Administrative Agent and each the Banks and (y) the Defaulting Lender under this Section 10.09 are shall provide promptly to Administrative Agent a statement describing in addition reasonable detail the Guaranteed Obligations owing to other rights and remedies (including other rights such Defaulting Lender as to which it exercised such right of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its setoff rights under this Section 10.09 Affiliates to or for the credit or the account of any Subsidiary of a Loan Party which is subject to not a “United States person” within the provisions meaning of Section 8.037701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and the Administrative Agent, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and the Administrative Agent, such Lender may have. Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Lender expressly waives its right of setoff pursuant to this Section 10.09 or any other provision of any Loan Document with 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. (a) In addition to any rights and remedies of the Agents and the Lenders Lender provided by Lawlaw, subject to any notice or other requirement contained in the DIP Financing Order and after complying with the notice provisions of the DIP Financing Order, upon the occurrence and during the continuance of any Event of DefaultDefault and the making of the request or the granting of the consent specified by Section 8.02 to authorize the Lender to declare the Loan due and payable pursuant to the provisions of Section 8.02, each Agent, each the Lender and their respective each of its Affiliates is authorized at any time and from time to time, without (i) further order of or application to the Bankruptcy Court and (ii) prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its SubsidiariesParty) 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) at any time held by, and other Indebtedness indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such the Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such the Lender or Affiliate shall have made demand under this Credit 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03indebtedness. Each The Lender agrees promptly to notify the Borrower and each Agent after any such set off setoff and application made by such the Lender; provided thatprovided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent the Lender and each Lender its Affiliates under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such Agent the Lender and such Lender its Affiliates may have.

Setoff. The Borrower (aand any Guarantor) In addition hereby grant to the Bank a lien, security interest and a right of setoff as security for all of the Obligations, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Bank or any entity under the control of the Bank, or in transit to any rights and remedies of the Agents and the Lenders provided by Law, upon them. At any time after the occurrence and during the continuance of any an Event of Default, each Agentwithout demand or notice, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to Bank may set off the Borrower same or any other Loan Party, part thereof and apply the same to any such notice being waived by liability or obligation of the Borrower (on its own behalf or any Guarantor) even though unmatured and on behalf regardless of each Loan Party the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Bank shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to any such security or guarantee in any particular order and its Subsidiariesthe Borrower (and any Guarantor) waive to the fullest extent permitted by applicable Lawthat it lawfully can, (a) any right it might have to set off require the Bank to pursue any particular remedy before proceeding against them and apply (b) any and all deposits (general right to the benefit of, or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates to or for direct the credit or the account application of the respective Loan Parties and their Subsidiaries against proceeds of any and all collateral until the Obligations owing to such Agent, such Lender or their respective 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 than inchoate indemnification obligations) are paid in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havefull.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Parent Borrower or any other Loan Party, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such AgentLender and its Affiliates or such L/C Issuer and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant 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 setoff rights under this Section 10.09 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 subject to not a “United States person” within the provisions meaning of Section 8.037701(a)(30) of the Code unless such Subsidiary is not a direct or indirect Subsidiary of the Parent Borrower. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and each 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, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition to any rights If a Facility Termination Event shall have occurred and remedies of be continuing, the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their each of its respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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, such Agent, such by the Lender or their respective Affiliates 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 to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, of the obligations of the Borrower now or hereafter existingexisting under this Agreement or any other Transaction Document to the Lender or its respective Affiliates, irrespective of whether or not such Agent or such the Lender or Affiliate shall have made any demand under this Agreement or any other Loan Transaction 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 the Lender different from that the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their and its respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject are in addition to other rights and remedies (including other rights of setoff) that the provisions of Section 8.03Lender or its respective Affiliates may have. Each The Lender agrees promptly to notify the Borrower and each Agent the Lender promptly after any such set off setoff and application made by such Lender; application, provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Setoff. (a) Borrower irrevocably authorizes Lender to charge any ------ account of Borrower or any Subsidiary of Borrower maintained with Lender with such amount as may be necessary from time to time to pay any Secured Obligations which are not timely paid when due as required by the Loan Documents. In addition to any rights now or hereafter granted under applicable law, and remedies not by way of the Agents and the Lenders provided by Lawlimitation of any such rights, upon and after the occurrence and during the continuance of any Default or Event of Default, each Agent, each Lender and their respective Affiliates is any participant with Lender in the Loans are hereby authorized by Borrower at any time and or from time to time, without prior notice to the Borrower or to any other Loan PartyPerson, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing by, such Agent, such by Lender or their respective Affiliates any participant to or for the credit or the account of Borrower or any Subsidiary of Borrower against and on account of the respective Loan Parties and their Subsidiaries against any and all Secured Obligations owing to such Agent, such Lender irrespective or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such (a) Lender or Affiliate shall have made any demand under this Agreement or any other of the Loan Document Documents, or (b) Lender shall have declared any or all of the Secured Obligations to be due and payable as permitted by Section 11.2 and although such Secured Obligations may shall be contingent or unmatured unmatured. Upon the occurrence of an Event of Default and for so long as the same shall remain in existence and not cured or denominated waived, Lender shall be entitled in a currency different from that its discretion to hold any such deposits or other sums pending acceleration of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveSecured Obligations.

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates any Affiliate of any Lender is hereby authorized by the Borrower at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, by such Lender or their respective any of its Affiliates to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against any and all on account of the Obligations owing of the Borrower to such Agent, such Lender or their respective Affiliates hereunder any of its Affiliates, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such Agent or (i) such Lender or Affiliate shall have made any demand under this Agreement hereunder or any (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other Loan Document amounts due hereunder to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly that it shall not, without the express consent of the Requisite Lenders, and that it shall, to notify the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and now or hereafter maintained with such Lender may haveor any Affiliate.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during During the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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 by, Lender or any Affiliate thereof to the Borrowers and any securities or other Indebtedness at any time owing by, such Agent, property of the Borrowers in the possession of such Lender or their respective Affiliates any Affiliate may, without notice to any Borrower (any such notice being expressly waived by the Borrowers) but with the prior written approval of Agent, be applied to or for set off against the credit or the account payment of the respective Loan Parties Obligations and their Subsidiaries against any and all Obligations owing other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrowers to such Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03Lender. Each Lender agrees promptly with each other Lender that if such Lender shall receive from a Borrower, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to notify 115 the Borrower and each Agent after any such set off and application made payment of the Note or Notes held by such LenderLender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all Lenders with respect to the Notes held by all Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that, the failure to give such notice shall not affect the validity that if all or any part of such setoff excess payment is thereafter recovered from such Lender, such disposition and applicationarrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have§14. AGENT .

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided thatPROVIDED, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower's obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each AgentAgent and its Affiliates, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Borrowers or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its their own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness (in any currency) at any time owing by, such AgentAgent and its Affiliates, such Lender and its Affiliates or their respective Affiliates such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such AgentAgent and its Affiliates, such Lender and its Affiliates or their respective such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, such Lender, such L/C Issuer or such Lender 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 . Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any recovery deposits held or other Indebtedness owing by any Agentsuch Agent or its Affiliates, any such Lender or their respective its Affiliates pursuant or such L/C Issuer or its Affiliates, as the case may be, to its setoff rights under this Section 10.09 or for the credit or the account of any Subsidiary of a Loan Party that is subject to the provisions of Section 8.03a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower Borrowers and each 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, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent 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 such Agent Agent, such Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition to any rights and remedies Liens granted under any of the Agents Loan Documents and the Lenders provided by any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates Affiliates) is hereby authorized by Borrowers at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower Borrowers or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby expressly waived), to set off and to appropriate and apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing by, such Agent, by such Lender or any of their respective Affiliates to or for the credit or the account of any Obligor against and on account of the respective Obligations of Obligors arising under the Loan Parties and their Subsidiaries against any and all Obligations owing Documents to such Agent, such Lender or any of their respective Affiliates hereunder Affiliates, including all Loans and LC Obligations and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender or Affiliate shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Required Lenders, and that any recovery by any Agentit shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, any Lender or their respective Affiliates pursuant to exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the provisions consent of Section 8.03. Each Lender agrees promptly to notify the Borrower Required Lenders and each 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 any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of each Agent and each Lender under this to the extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have13.5.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the any Borrower or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agentto, such Lender and its Affiliates or their respective Affiliates such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 unmetered or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its setoff rights under this Section 10.09 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 subject to not a “United States person” within the provisions meaning of Section 8.037701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrowers. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and each 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, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent 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. (a) In addition to any rights If an Event of Default shall have occurred and remedies of is continuing, the Agents Administrative Agents, the Issuing Lenders and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, are each Agent, each Lender and their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan PartyBorrowers, (any such notice being hereby expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable LawBorrowers), to set off and apply any and all deposits (general or specialgeneral, time or demand, provisional or final) at any time held by, and other Indebtedness indebtedness at any time owing byby such Issuing Lender, such Agent, Administrative Agent or such Lender or their respective Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries US Borrower or the Canadian Borrower, as applicable against any and all Obligations owing to such Agentof the obligations of the US Borrower or the Canadian Borrower, such Lender as applicable now or their respective Affiliates hereunder hereafter existing under this Agreement, the US Revolving Credit Notes, Canadian Notes, the Swing Line Notes or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Administrative Agent, such Issuing Lender or such Lender or Affiliate shall have made any demand under this Agreement Agreement, the US Revolving Credit Notes, Canadian Notes, the Swing Line Notes or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that unmatured. Each of the applicable deposit or Indebtedness; provided that any recovery by any AgentIssuing Lenders, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees Administrative Agents and the Lenders agree promptly to notify the US Borrower and each Agent or the Canadian Borrower, as applicable (with a copy to the Administrative Agents) after any such set off setoff and application made by such Lender; application, provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights and remedies of each Agent the Issuing Lenders, the Administrative Agents and each Lender under this Section 10.09 the Lenders hereunder are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such which any Issuing Lender, any Administrative Agent and such any Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the any Borrower or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agentto, such Lender and its Affiliates or their respective Affiliates such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Agent, Lender and its Affiliates or such Lender or their respective 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 any recovery by any Agent. Notwithstanding anything to the contrary contained herein, any no Lender or their respective its Affiliates pursuant and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its setoff rights under this Section 10.09 Affiliates or such L/C Issuer or its -173173- Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is subject to not a “United States person” within the provisions meaning of Section 8.037701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and each 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, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Agent 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, such Agent Lender and such Lender L/C Issuer may have.

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each AgentLender, each Issuing Bank and any Affiliate of any Lender and their respective Affiliates or Issuing Bank is hereby authorized by the Borrower at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing byby such Lender, such Agent, such Lender Issuing Bank or any of their respective Affiliates to or for the credit or the account of the respective Loan Parties Borrower against and on account of the Obligations of the Borrower to such Lender, Issuing Bank or any of their Subsidiaries against any Affiliates, including, but not limited to, all Loans and Letters of Credit and all Obligations owing to such Agent, such Lender claims of any nature or their respective Affiliates hereunder description arising out of or under any other Loan Document, now or hereafter existingin connection with this Agreement, irrespective of whether or not such Agent or (i) such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement hereunder or any (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other Loan Document amounts due hereunder to be due and although payable as permitted by Article XII and even though such Obligations may be contingent or unmatured or denominated in a currency different from unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Requisite Lenders, and that any recovery by any Agentit shall, any Lender or their respective Affiliates pursuant to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of the provisions Borrower, any of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by its Subsidiaries, or a Guarantor now or hereafter maintained with such Lender; provided that, the failure to give such notice shall not affect the validity Issuing Bank or any Affiliate of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveor Issuing Bank.

Setoff. (a) In addition to any rights now or hereafter granted under applicable law or otherwise, and remedies not by way of the Agents and the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, each Agent, the Administrative Agent and each Lender and their respective Affiliates is hereby authorized at any time and or from time to time, without prior presentment, demand, protest or other notice of any kind to the Borrower or any other Loan PartyGrantor, any such notice being hereby expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) Grantor to the fullest extent permitted by applicable Lawlaw, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or their respective Affiliates such Lender wherever located) to or for the credit or the account of Grantor against and on account of the respective Loan Parties Obligations of Grantor then due and their Subsidiaries against any and all Obligations owing payable to such Agent, the Administrative Agent or such Lender or their respective Affiliates hereunder under this Agreement or under any of the other Loan Credit Documents, including, without limitation, all interests in Obligations of the Borrower purchased by such Lender pursuant to Section 12.4(b) of the Credit Agreement, and all other claims of any nature or description then due and payable arising out of or connected with this Agreement or any other Credit Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement hereunder and although said deposits or Indebtedness owing by the Administrative Agent or such Lender, or any other Loan Document and although such Obligations may of them, shall be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly to notify the Borrower The Administrative Agent and each Agent after Lender shall notify Grantor promptly of any such set off setoff and the application made by the Administrative Agent or such Lender; Lender of the proceeds thereof, provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 8.6 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such which the Administrative Agent and or such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates (and the Administrative Agent and its 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 Borrower 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 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 Agent, Lender and its Affiliates or such Lender Agent or their respective 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 Agent, such Lender and its Affiliates or their respective Affiliates the 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such the Administrative Agent and such Lender may have.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of Default, each AgentDefault shall have occurred and be continuing, each Lender and their respective Affiliates is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the Borrower or any other Loan PartyAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever 279 currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, such Agent, by such Lender or their respective Affiliates 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 such Agent, such Lender Loan Party then due and payable under this Agreement or their respective Affiliates hereunder 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 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 recovery by Defaulting Lender shall exercise any Agentsuch right of setoff, any Lender or their respective Affiliates pursuant (x) all amounts so set off shall be paid over immediately to its setoff rights under this Section 10.09 is subject to the Administrative Agent for further application in accordance with the provisions of Section 8.03. Each 2.14 and, pending such payment, shall be segregated by such Defaulting Lender agrees from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to notify the Borrower and each Administrative Agent after any a statement describing in reasonable detail the Obligations owing to such set off and application made by Defaulting Lender as to which it exercised such Lender; provided that, the failure to give such notice shall not affect the validity right of such setoff and applicationsetoff. The rights of each Agent and each Lender under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. Subject to the terms of this Section (a) In addition xxii), Mortgagor hereby grants to Agent and each of the Lenders, a lien, security interest and right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any entity under the control of AGENT OR ANY LENDER, or in transit to any rights of them. At any time, from and remedies of the Agents and the Lenders provided by Law, upon after the occurrence of and during the continuance of any an Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Agent or any Lender may set off the same or any part thereof and apply the same to any liability or obligation of Mortgagor even though unmatured and regardless of the adequacy of any other Loan Party, collateral securing the Loan. Within five (5) Business Days of making any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) set-off, Agent agrees to the fullest extent permitted by applicable Lawnotify Mortgagor thereof, 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 Agent, such Lender or their respective 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 Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure by Agent to give such notice shall not affect the validity of such setoff and applicationset-off. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE MORTGAGOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, but subject to Section 5.5 of the Security Agreement, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender; provided thatprovided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that such the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.04(b).

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders Banks provided by Lawlaw, upon the occurrence and during the continuance of any if an Event of DefaultDefault exists, each Agent, each Lender and their respective Affiliates Bank is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan PartyBorrowers, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) Borrowers 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) at any time held by, and other Indebtedness indebtedness at any time owing byto, such Agent, such Lender or their respective Affiliates Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrowers against any and all Obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan DocumentBank, now or hereafter existing, irrespective of whether or not such the Agent or such Lender or Affiliate Bank 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender Bank agrees promptly to notify the Borrower Borrowers and each the Agent after any such set off setoff and application made by such LenderBank; provided thatPROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender Bank under this Section 10.09 are in addition to the other rights and remedies (including other rights of setoff) that such Agent and such Lender which the Bank may have. NOTWITHSTANDING THE FOREGOING, NO BANK SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWERS OR ANY SUBSIDIARY OF THE BORROWERS HELD OR MAINTAINED BY THE BANK WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY BANKS.

Setoff. (a) In addition to any Liens granted under the Loan ------ Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each AgentLender, each Issuing Bank and any Affiliate of any Lender and their respective Affiliates or Issuing Bank is hereby authorized by the Borrowers at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing byby such Lender, such Agent, such Lender Issuing Bank or any of their respective Affiliates to or for the credit or the account of a Borrower against and on account of the respective Loan Parties Obligations of such Borrower to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans and their Subsidiaries against any Letters of Credit and all Obligations owing to such Agent, such Lender claims of any nature or their respective Affiliates hereunder description arising out of or under any other Loan Document, now or hereafter existingin connection herewith, irrespective of whether or not such Agent or (i) such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement hereunder or any (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other Loan Document amounts due hereunder to be due and although payable as permitted by Article XI and even though such Obligations may ---------- be contingent or unmatured or denominated in a currency different from unmatured. Each Lender and Issuing Bank agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Requisite Lenders, and that any recovery by any Agentit shall, any Lender or their respective Affiliates pursuant to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by Borrowers or their Subsidiaries now or hereafter maintained with such Lender; provided that, the failure to give such notice shall not affect the validity Issuing Bank or any Affiliate of such setoff and application. The rights either of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havethem.

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates any Affiliate of any Lender is hereby authorized by the Borrower at any time and from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured (but not including tax, provisional or finalpayroll and trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, such Agent, by such Lender or their respective any of its Affiliates to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against any and all on account of the Obligations owing of the Borrower to such Agent, such Lender or their respective Affiliates hereunder any of its Affiliates, including, but not limited to, all Loans and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin con nection with this Agreement or the Notes, irrespective of whether or not such Agent or (i) such Lender or Affiliate shall have made any demand hereunder or (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under this Agreement or any other Loan Document the Notes to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender agrees promptly that it shall not, without the express consent of the Requisite Lenders, and that it shall, to notify the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower and each 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 each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and now or hereafter maintained with such Lender may haveor any of its Affiliates.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective its Affiliates and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Holdings 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 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 AgentLender and its Affiliates, such Lender or their respective Affiliates as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify Holdings and the Borrower and each Administrative Agent after any such set off setoff and application made by such Lender; provided thatprovided, the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such the Administrative Agent and such Lender may have.

Setoff. (a) In The Borrower agrees that, in addition to (and without limitation of) any rights and remedies right of the Agents and the Lenders provided by Lawsetoff, upon the occurrence and during the continuance of any Event of Defaultbanker's lien or counterclaim a Bank may otherwise have, each AgentBank shall be entitled, each Lender and their respective Affiliates is authorized at its option without any time and from time to time, without prior notice to the Borrower or any other Loan Party, (any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw), to set off and apply any and all deposits offset balances (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates to or by it for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower at any offices of such Bank or any of its Affiliates, in Dollars or in any other currency, against any and all Obligations owing amount payable by the Borrower to such Agent, such Lender or their respective 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 Bank under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated Bank's Note which is not paid when due (regardless of whether such balances are then due to the Borrower), in a currency different from that of which case it shall promptly notify the applicable deposit or IndebtednessBorrower thereof; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the Bank's failure to give such notice shall not affect the validity of such thereof. ANY AND ALL RIGHTS TO REQUIRE A BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE OBLIGATIONS OF THE BORROWER HEREUNDER, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE BORROWER. Payments by the Borrower thereof hereunder shall be made without setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveor counterclaim.

Setoff. (a) In addition Subject to the terms of this Section 5.10, Assignor hereby grants to Agent and each of the Lenders, a lien, security interest and right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any Lender or any entity under the control of Fleet Financial Group, Inc., or in transit to any rights of them. At any time, from and remedies of the Agents and the Lenders provided by Law, upon after the occurrence of and during the continuance of any an Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower Agent or any Lender may set off the same or any part thereof and apply the same to any liability or obligation of Assignor even though unmatured and regardless of the adequacy of any other Loan Party, collateral securing the Loan. Within five (5) Business Days of making any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) set-off, Agent agrees to the fullest extent permitted by applicable Lawnotify Assignor thereof, 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 Agent, such Lender or their respective 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 Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure by Agent to give such notice shall not affect the validity of such setoff and applicationset-off. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may haveANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ASSIGNOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, following the FundingRelease Date, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates Secured Party is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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) ), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates 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; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender Secured Party agrees promptly to notify the Borrower and each the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided thatprovided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that such the Administrative Agent and such Lender Secured Party may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such an asset (and may be pledged to the extent set forth in Section 6.12).

Setoff. (a) In addition to any Liens granted under the Loan Documents and any rights and remedies of the Agents and the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each AgentLender, each Issuing Bank and any Affiliate of any Lender and their respective Affiliates or Issuing Bank is hereby authorized by each Borrower at any time and or from time to time, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing byby such Lender, such Agent, such Lender Issuing Bank or any of their respective Affiliates to or for the credit or the account of any Borrower against and on account of the respective Loan Parties and Obligations of the Borrowers to such Lender, Issuing Bank or any of their Subsidiaries against any Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all Obligations owing to such Agent, such Lender claims of any nature or their respective Affiliates hereunder description arising out of or under any other Loan Document, now in con nection with this Agreement or hereafter existingthe Notes, irrespective of whether or not such Agent or (i) such Lender or Affiliate Issuing Bank shall have made any demand hereunder or (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under this Agreement or any other Loan Document the Notes to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from unmatured. Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Requisite Lenders, and that any recovery by any Agentit shall, any Lender or their respective Affiliates pursuant to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights under this Section 10.09 is subject to the provisions hereunder against any accounts of Section 8.03. Each Lender agrees promptly to notify the any Borrower and each Agent after any such set off and application made by now or hereafter maintained with such Lender; provided that, the failure to give such notice shall not affect the validity Issuing Bank or any Affiliate of such setoff and application. The rights either of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havethem.

Setoff. (a) In addition to any rights and remedies Liens granted under any of the Agents Loan Documents and the Lenders provided by any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates Affiliates) is hereby authorized by Borrowers at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower Borrowers or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby expressly waived), to set off and to appropriate and apply any and all deposits (deposits, general or special, time special (including certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing by, such Agent, by such Lender or any of their respective Affiliates to or for the credit or the account of any Borrower against and on account of the respective Obligations of Borrowers arising under the Loan Parties and their Subsidiaries against any and all Obligations owing Documents to such Agent, such Lender or any of their respective Affiliates hereunder Affiliates, including all Loans and LC Obligations and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender or Affiliate shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Required Lenders, and that any recovery by any Agentit shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, any Lender or their respective Affiliates pursuant to exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against Agent or any Lender for any setoff made without the provisions consent of Section 8.03. Each Lender agrees promptly to notify the Borrower Required Lenders and each 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 any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of each Agent and each Lender under this to the extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have13.5.

Setoff. (a) In addition to any rights and remedies of the Agents and 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 Agent, Credit Party and each Lender and of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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 Credit Party or any such Agent, such Lender or their respective Affiliates Affiliate to or for the credit or the account of the respective Loan Parties and their any Borrower or any of its Subsidiaries against any and all Obligations owing to of the obligations of such Agent, Borrower or such Lender Subsidiary now or their respective Affiliates hereunder hereafter existing under this Credit Agreement or under any other Loan Document, now Document to such Credit Party or hereafter existingAffiliate, irrespective of whether or not such Agent or such Lender or Affiliate Credit Party shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of such Borrower or Subsidiary may be contingent or unmatured or denominated in are owed to a currency branch or office of such Credit Party different from that of the applicable branch or office holding such deposit or Indebtedness; provided obligated on such indebtedness, provided, that in the event that any recovery by Defaulting Lender shall exercise any Agentright of setoff, any Lender or their respective Affiliates pursuant (x) all amounts so set off shall be paid over immediately to its setoff rights under this Section 10.09 is subject to the Administrative Agent for further application in accordance with the provisions of Section 8.032.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Credit Party and its Affiliates may have. Each Lender Credit Party agrees promptly to notify the Borrower Borrowers and each the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.108

Setoff. (a) In addition to any rights and remedies Liens granted under any of the Agents Loan Documents and the Lenders provided by any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates Affiliates) is hereby authorized by Borrower at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing by, such by Agent, such Lender or any of their respective Affiliates to or for the credit or the account of Borrower against and on account of the respective Obligations of Borrower arising under the Loan Parties and their Subsidiaries against any and all Obligations owing Documents to such Agent, such Lender or any of their respective Affiliates hereunder Affiliates, including all Loans and LC Outstandings and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender or Affiliate shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Required Lenders, and that any recovery by any Agentit shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, any Lender or their respective Affiliates pursuant to exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall have no claim or cause of action against Agent or any Lender for any setoff made without the provisions consent of Section 8.03. Each Lender agrees promptly to notify the Borrower Required Lenders and each 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 any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of each Agent and each Lender under this to the extent required by Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have12.5.

Setoff. (a) 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 Agents and the Lenders provided by Law, upon the occurrence and during the continuance limitation of any Event of Defaultsuch rights, each the Administrative Agent, each Lender Lender, each Issuing Bank and their respective Affiliates each Participant is hereby authorized by the Borrower, at any time and or from time to timetime while an Event of Default exists, without prior notice to the Parent Guarantor or the Borrower or any other Loan PartyPerson, 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 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 by, such by the Administrative Agent, such Lender Issuing Bank, such Lender, such Participant or their respective Affiliates any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, to or for the credit or the account of the respective Loan Parties Parent Guarantor or the Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existingof the Obligations, 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 this Section, if any Defaulting Lender 135 shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to Administrative Agent for further application in accordance with the provisions of Section 8.033.9. Each and, pending such payment, shall be segregated by such Defaulting Lender agrees from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) the Defaulting Lender shall provide promptly to notify the Borrower and each Administrative Agent after any a statement describing in reasonable detail the Obligations owing to such set off and application made by Defaulting Lender as to which it exercised such Lender; provided that, the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights right of setoff) that such Agent and such Lender may have.

Setoff. (a) In addition to any The Borrower agrees that each Agent and each Lender have all rights of setoff and remedies of the Agents and the Lenders bankers’ lien provided by Lawapplicable law, upon and in addition thereto, the occurrence and during the continuance of Borrower agrees that at any time any Event of DefaultDefault exists, each Agent, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to may set off and apply to the payment of any and all obligations of the Borrower, whether or not then due, now or hereafter existing under this Agreement or any other Loan Document to such Agent, such Lender or such Affiliates, any balances, credits, deposits (general or special, time or demand, provisional or final) at any time , in whatever currency), accounts or moneys of the Borrower then or thereafter held by, and other Indebtedness at any time owing by, with such Agent, such Lender or their respective such Affiliates and other obligations (in whatever currency) at any time owing by such Agent, such Lender or any such Affiliate, 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, such Lender or their respective Affiliates hereunder or under any other Loan Document, now or hereafter existingBorrower, irrespective of whether or not such Agent or Agent, 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 may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Agent or such Lender different from that of the applicable branch, office or Affiliate holding such deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any obligated on 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 applicationindebtedness. The rights of each Agent and Agent, each Lender and their respective Affiliates under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and Agent, such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. (a) In addition to any rights and remedies Liens granted under any of the Agents Loan Documents and the Lenders provided by any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates Affiliates) is hereby authorized by Borrowers at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower Borrowers or any other Loan Party, Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Lawhereby expressly waived), to set off and to appropriate and apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing by, such Agent, by such Lender or any of their respective Affiliates to or for the credit or the account of any Obligor against and on account of the respective Obligations of Obligors arising under the Loan Parties and their Subsidiaries against any and all Obligations owing Documents to such Agent, such Lender or any of their respective Affiliates hereunder Affiliates, including all Loans and LC Obligations and all claims of any nature or under any other Loan Document, now description arising out of or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender or Affiliate shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided Required Lenders, and that any recovery by any Agentit shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, any Lender or their respective Affiliates pursuant to exercise its setoff rights under this Section 10.09 is subject to hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the provisions consent of Section 8.03. Each Lender agrees promptly to notify the Borrower Required Lenders and each 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 any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havethe extent required by SECTION 13.5.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders Banks provided by Lawlaw, upon the occurrence and during the continuance of any if an Event of DefaultDefault exists, each Agent, each Lender and their respective Affiliates Bank is authorized at any time and from &om time to time, without prior notice to the Borrower or any other Loan PartyCompany, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) Company 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) at any time held by, and other Indebtedness indebtedness at any time owing byto, such Agent, such Lender or their respective Affiliates Bank to or for the credit or the account of the respective Loan Parties and their Subsidiaries Company against any and all Obligations obligations owing to such Agent, such Lender or their respective Affiliates hereunder or under any other Loan DocumentBank, now or hereafter existing, irrespective of whether or not such the Agent or such Lender or Affiliate Bank shall have made demand under this Agreement or any other Loan Document and although whether such Obligations obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03unmatured. Each Lender Bank agrees to promptly to notify the Borrower Company and each the Agent after any such set off setoff and application made by such LenderBank; provided thatPROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender Bank under this Section 10.09 are in addition to the other rights and remedies (including other rights of setoff) that such Agent and such Lender Bank may have. NOTWITHSTANDING THE FOREGOING, NO BANK SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY, THE REIT, ANY MANAGEMENT ENTITY OR ANY SUBSIDIARY HELD OR MAINTAINED BY ANY BANK, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE BANKS.

Setoff. (a) In addition to the event that any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance obligation of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective 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 Agent, such Lender or their respective Affiliates hereunder or under any other Loan Document, Guarantor 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 payable, after an Event of Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to such Obligations may Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by such Guarantor with such Lender. Such right shall be contingent absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to such Guarantor is absolute or contingent, matured or unmatured (it being agreed that each Lender may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in a currency the same or different from that currencies, and regardless of the applicable deposit existence or Indebtedness; provided that adequacy of any recovery by other direct or indirect security or any Agent, any Lender other right or their respective Affiliates pursuant remedy available to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each Agent after any such set off and application made by such Lender; provided that, the failure . Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker's lien available to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each any Lender under this Section 10.09 are 5.8, at law or otherwise. Each Guarantor hereby agrees that any affiliate of any Lender, and any holder of a participation in addition to other rights and remedies (including other any Guaranteed Obligations of any Guarantor under this Agreement, shall have the same rights of setoff) that setoff as each Lender as provided in this Section 5.8 (regardless of whether such Agent and affiliate or participant otherwise would be deemed a creditor of such Lender may haveGuarantor).

Setoff. (a) In addition Borrower hereby grants to each Lender a lien, security interest and a right of setoff as security for all liabilities and obligations to such Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of such Lender or any entity under the control of such Lender or in transit to any rights and remedies of the Agents and the Lenders provided by Law, upon them which may be exercised only following the occurrence and during of an Event of Default. At any time following the continuance occurrence of any an Event of Default, each Agentwithout demand or notice, each Agent or Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to may set off the Borrower same 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 its Subsidiaries) to the fullest extent permitted by applicable Law, to set off part thereof and apply the same to any and all deposits (general liability or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or their respective Affiliates to or for the credit or the account obligation of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is Borrower subject to the provisions of Section 8.0323.2(f) even though unmatured and regardless of the adequacy of any other collateral securing the Loan. Each Lender agrees promptly ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Agent shall not be required to notify the Borrower and each Agent after marshal any such set off and application made by such Lender; provided thatpresent or future security for, or guarantees of, the failure obligations or to give resort to any, such notice shall not affect security or guarantee in any particular order and Borrower waives, to the validity fullest extent that it lawfully can, (a) any right it might have to require Agent to pursue any particular remedy before proceeding against it and (b) any right to the benefit of, or to direct the application of such setoff and application. The rights the proceeds of each Agent and each Lender under this Section 10.09 any Collateral until the obligations are paid in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may havefull.

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and 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 Agent, such Lender or their respective 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 Agent, such Lender or their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set set-off and application made by such Lender; provided thatprovided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each the Administrative 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 such the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary does not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of DefaultDefault but subject in all cases to the provisions of the Orders, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender or and their respective 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 Agent, such Lender or and their respective 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 any recovery by any Agent, any Lender or their respective Affiliates pursuant to its setoff rights under this Section 10.09 is subject to the provisions of Section 8.03. Each Lender agrees promptly to notify the Borrower and each the Administrative Agent after any such set off and application made by such Lender, 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 each the Administrative Agent and each Lender under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that such the Administrative Agent and or such Lender may have.