Common use of Setoff Clause in Contracts

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

Setoff. In Subject to Section 3.3 and in addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable LawLaw and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Agent Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Lender (andParticipant, each of their respective Affiliates) is hereby authorized by Borrowers at any time that or from time to time while an Event of Default exists, without notice to Borrowers the Borrower or to any other Person (Person, any such notice being hereby expressly waived), but in the case of the Issuing Bank, a Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)unmatured) and any other Debt indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender Lender, any Affiliate of the Administrative Agent, the Issuing Bank or any of their Affiliates such Lender, or such Participant, to or for the credit or the account of any the Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Obligations, irrespective of whether or not (i) such Agent any or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent all of the Required Lenders, shall have declared the principal of and interest on the Loans and all other amounts due hereunder Obligations have been declared to be be, or have otherwise become, due and payable as permitted by this Agreement Section 11.2, and even though although such Obligations may shall be contingent or unmatured or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Administrative Agent for further application in accordance with the provisions of Section 3.9, and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent benefit of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Administrative Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of Issuing Bank and the Required Lenders and (y) such Defaulting Lender shall provide promptly to the validity of any Administrative Agent a statement describing in reasonable detail the Obligations owing to such setoff shall not be impaired by the absence of Defaulting Lender as to which it exercised such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.

Setoff. In addition to any Liens granted under any If an Event of the Credit Documents Default shall have occurred and any rights now or hereafter available under Applicable Lawbe continuing, Agent, each Agent Lender, each Issuer, and each Lender (and, each of their respective Affiliates) Affiliates is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accountsprovisional or final, employee benefit or payroll accounts)in whatever currency) and any other Debt at any time held or owing held, and other obligations (in whatever currency) at any time owing, by Agent, such Lender Lender, such Issuer or any of their Affiliates such Affiliate, to or for the credit or the account of the Borrowers or any Borrower other Loan Party against any and on account all of the Obligations obligations of the Borrowers arising or any other Loan Party now or hereafter existing under the Credit Documents this Agreement or any Other Document to such Agent, such Lender or any of such Issuer or their respective Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent Lender, Issuer or such Lender Affiliate shall have made any demand hereunder, (ii) Administrative Agent, at the request under this Agreement or with the consent any Other Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and Borrowers or any other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Loan Party may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoingare owed to a branch, each office or Affiliate of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or such Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Affiliate Defaulting Lender shall exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of themSection 2.22 and, but no Borrower pending such payment, shall have any claim or cause of action against any Agent or any be segregated by such Defaulting Lender from its other funds and deemed held in trust for any setoff made without the consent benefit of the Required Lenders Agent, the Issuer, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the 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 Agent, each Lender, the Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that Agent, such Lender, the Issuer or their respective Affiliates may have. Agent, each Lender and Issuer agrees to notify the Borrowing Agent and the Agent promptly after any such setoff and application; 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 to the extent required by Section 13.5.application

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Administrative Agent and each Lender (and, and each of their respective AffiliatesAffiliates that is a party to a Commodity Contract, a Currency Contract, an Interest Rate Contract or a Cash Management Agreement (each such Affiliate, a “Contract Affiliate”)) is hereby authorized by Borrowers at any time that an Event of Default exists, without upon the prior written consent of Administrative Agent and with notice to Borrowers or any other Person (any such notice being hereby expressly waived)Borrower Representative, to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)), tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by Administrative Agent, such Lender or any of their Affiliates such Contract Affiliate to or for the credit or the account of any Borrower against and on account of the due and payable Obligations of Borrowers arising under the Credit Loan Documents to such Agent, Administrative Agent or such Lender or any of their such Contract Affiliates, including all Loans and L/C Obligations LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Administrative Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Administrative Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so), upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, Administrative Agent or such Lender or any Affiliate of any of themsuch Contract Affiliates, but no Borrower shall have any a claim or cause of action against any Administrative 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 Contract Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5 hereof. If the obligations being set off hereunder are denominated in different currencies, Administrative Agent and each Lender and such Contract Affiliates may convert either such obligation at a market rate of exchange in its usual course of business for such setoff. Notwithstanding anything to the contrary contained in this Section 11.4, Administrative Agent and each Lender hereby waive all rights of setoff, whether granted hereunder, pursuant to Applicable Law or otherwise, with respect to any LKE Proceeds.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available under Applicable Law, each Agent Lender Group Member (and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers each Borrower at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender Group Member (or any of their Affiliates Affiliates) to or for the credit or the account of any Borrower Borrowers against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such each Lender or any of their AffiliatesGroup Member, including all Revolver Loans and L/C LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such any Lender Group Member shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Revolver Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree Lender Group Member agrees with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such any Lender Group Member (or any Affiliate of any of them), but no Borrower shall have any a claim or cause of action against any Agent or any Lender Group Member for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted ------ under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and Issuing Bank and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or Issuing Bank or that subsequent holder under the Credit Documents Documents, irrespective of whether or not that Lender or Issuing Bank or that subsequent holder shall have made any demand hereunder. Each Lender or Issuing Bank shall promptly give notice to such Agentthe Borrower of any action taken by it under this Section 10.6, provided that any failure of such Lender or Issuing Bank to give such notice to the Borrower shall not affect the validity of such setoff. Each Lender and Issuing Bank agrees with each other Lender and Issuing Bank a party hereto that if such Lender or Issuing Bank receives and retains any payment, whether by setoff or application of their Affiliatesdeposit balances or otherwise, including in respect of the Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders and Issuing Bank hereunder, then such Lender or Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) participations therein held by each such Agent or such other Lender as shall have made any demand hereunder, (ii) Administrative 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 be necessary to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, cause such Lender or Issuing Bank to share such excess payment ratably with all the other Lenders; provided, however, that if any Affiliate such purchase is made by any Lender or Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender or Issuing Bank, the related purchases from the other Lenders or Issuing Bank shall be rescinded ratably and the purchase price restored as to the portion of any of themsuch excess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition Regardless of the adequacy of any collateral, if any Event of Default shall have occurred and be continuing, any deposits or other sums credited by or due from the Administrative Agent or any other Creditor Party to any Liens granted under either Borrower or any of the Credit Documents Guarantors and any rights now securities or hereafter available under Applicable Law, each other property of either Borrower or any of the Guarantors in the possession of the Administrative Agent and each Lender (and, each or such other Creditor Party or any of their respective Affiliates) is hereby authorized by Borrowers Affiliates may, at any time that an Event time, solely with the consent of Default existsthe Administrative Agent, without demand or notice to Borrowers or any other Person (any such notice being hereby expressly waivedwaived by the Borrowers and the Guarantors), in whole or in part, be applied to or set off by the Administrative Agent or such other Creditor Party against the payment of Obligations, now existing or hereafter arising, of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party regardless of the adequacy of any other collateral securing the Loans. The Administrative Agent and each of the other Creditor Parties agree with and among each other that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party, such amount shall be applied ratably first to Obligations owed to the Creditor Party exercising such right of set off and pro rata to appropriate any other similarly situated Creditor Parties, and then to the Obligations owed all other Creditor Parties, including, without limitation, Reimbursement Obligations owed to the Issuing Bank or all Lenders, and (ii) if the Administrative Agent or such other Creditor Party shall receive from either Borrower or any Guarantor or any other source, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account payment of the Obligations of Borrowers arising under owed to the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Administrative Agent or such Lender shall have made other Creditor Party any demand hereunderamount in excess of its ratable portion of the payments received by all of the Creditor Parties with respect to the debt evidenced hereby corresponding to all of the Creditor Parties, (ii) Administrative Agent, at the request or such Creditor Party will make such disposition and arrangements with the consent other Creditor Parties with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Creditor Party receiving in respect of the Required Lendersdebt evidenced hereby in its name or Reimbursement Obligations owed it, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable its proportionate payment as permitted contemplated by this Agreement and even though Credit Agreement; provided that if all or any part of such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations excess payment is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with thereafter recovered from such AgentCreditor Party, such Lender or any Affiliate of any of them, but no Borrower disposition and arrangements shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded 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 amount restored to the extent required by Section 13.5of such recovery, but without interest. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available under Applicable Law, each Agent and Each Borrower hereby grants each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and a security interest in all deposits, general or special credits and deposit accounts (including Debt evidenced by certificates of deposit all account balances, whether matured provisional or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) final and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (icollected or available) of such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or Borrower 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of such Lender (the “Deposits”). In addition to, and without limitation of, any rights of themthe Lenders under Applicable Law, but no if any Borrower is not Solvent, or if any Event of Default occurs, each Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall have then be due and regardless of the existence or adequacy of any claim collateral, guaranty or cause any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of action setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 6.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the LC Issuer, and the Lenders, and (b) the Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The aforesaid rights may be exercised by the Agent or such Lender against any Agent Borrower or against any Lender trustee in bankruptcy, debtor in possession, assignee for any setoff made without the consent benefit of the Required Lenders and the validity creditors, receiver or execution, judgment or attachment creditor of any Borrower or against anyone else claiming through or against any Borrower or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of setoff shall not be impaired have been exercised by the absence of Agent or 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 Lender prior to the extent required by Section 13.5occurrence of an Event of Default.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender, each Issuing Bank and each Swingline Lender (and, each of their respective Affiliates) is hereby authorized by the Borrowers at any time that an Event of Default existsor from time to time, without prior notice to Borrowers such Borrower or any other Person (Person, any such prior notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such Lender, such Swingline Lender or any of their Affiliates such Issuing Bank to or for the credit or the account of any Borrower such Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising such Borrower to such Lender, such Swingline Lender or such Issuing Bank or that subsequent holder under the Credit Documents to Documents, irrespective of whether or not such AgentLender, such Swingline Lender or such Issuing Bank shall have made any demand hereunder. Each Lender, each Swingline Lender or each Issuing Bank shall promptly give notice to the Company and the Administrative Agent of their Affiliatesany action taken by it under this Section 10.6, including provided that any failure of such Lender, such Swingline Lender or such Issuing Bank to give such notice to the Company or the Administrative Agent shall not affect the validity of such setoff. Each Lender, each Swingline Lender and each Issuing Bank agrees with each other Lender, each other Swingline Lender and each other Issuing Bank a party hereto that if such Lender, such Swingline Lender or such Issuing Bank receives and retains any payment, whether by setoff or application of deposit balances or otherwise, in respect of the Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders, the Swingline Lenders and the Issuing Banks hereunder, then such Lender, such Swingline Lender or such Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans and L/C Obligations and participations therein held by each such other Lender, Swingline Lender or Issuing Bank as shall be necessary to cause such Lender, such Swingline Lender or such Issuing Bank to share such excess payment ratably with all claims the other Lenders, the Swingline Lenders and the Issuing Banks; provided, however, that if any such purchase is made by any Lender, any Swingline Lender or any Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, Swingline Lender or Issuing Bank, the related purchases from the other Lenders, Swingline Lenders or the Issuing Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest; provided further, that in the event that any nature or description arising out Defaulting Lender shall exercise any such right of or in connection with this Agreementsetoff, irrespective of whether or not (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such Agent or payment, shall be segregated by such Defaulting Lender shall have made any demand hereunderfrom its other funds and deemed held in trust for the benefit of the Administrative Agent, the Lenders, the Swingline Lenders and the Issuing Banks, and (ii) the Defaulting Lender shall provide promptly to the Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for Agent a statement describing in reasonable detail the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that owing to such Defaulting Lender as to which it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with exercised such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.

Setoff. In addition Each Borrower hereby grants to any Liens granted under any the Administrative Agent and each of the Credit Documents Lenders a continuing lien, security interest and any rights right of set-off as security for all liabilities and obligations to the Administrative Agent and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter available under Applicable Lawin the possession, each custody, safekeeping or control of the Administrative Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any Lender Affiliate and their successors and assigns or in transit to any of their Affiliates to or for them. Regardless of the credit or the account adequacy of any Borrower against and on account collateral, if any of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 are due and payable as permitted and have not been paid or any Event of Default shall have occurred, any deposits or other sums credited by this Agreement or due from any of the Lenders to such Borrower and even though any securities or other property of such Obligations Borrower in the possession of such Lender may be contingent applied to or unmatured set off by such Lender against the payment of Obligations of such Borrower and any and all other liabilities, direct, or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoingindirect, each of Agents and Lenders agree with each other that it shall notabsolute or contingent, without the express consent of the Required Lendersdue or to become due, exercise its setoff rights hereunder against any accounts of any Borrower now existing or hereafter maintained with such Agentarising, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any 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 consentBorrower to such Lender. If any party (or its Affiliate) exercises the right of setoff provided for hereunderANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWERS ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In Subject to Section 3.3. and in addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable LawLaw and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Agent Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Lender (andParticipant, each of their respective Affiliates) is hereby authorized by Borrowers at any time that or from time to time while an Event of Default exists, without notice to Borrowers the Borrower or to any other Person (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, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)unmatured) and any other Debt indebtedness at any time held or owing by the Administrative Agent, such Lender Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or any of their Affiliates such Lender, or such Participant, to or for the credit or the account of any the Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Obligations, irrespective of whether or not (i) such Agent any or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent all of the Required Lenders, shall have declared the principal of and interest on the Loans and all other amounts due hereunder Obligations have been declared to be be, or have otherwise become, due and payable as permitted by this Agreement Section 10.2., and even though although such Obligations may shall be contingent or unmatured or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent benefit of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender or 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. Promptly following any Affiliate of any of them, but no such set-off the Administrative Agent shall notify the Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent thereof and of the Required Lenders and application of such set-off, provided that the validity of any failure to give such setoff notice shall not be impaired by the absence of invalidate such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5set-off.

Setoff. 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 any Liens granted under any the Agent and the Banks, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to the Credit Documents Agent and any rights the Banks, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter available in the possession, custody, safekeeping or control of the Agent, any Bank or any entity under Applicable Law, each Agent the control of any Affiliate or parent thereof and each Lender (and, each its successors and assigns or in transit to any of their respective Affiliates) is hereby authorized by Borrowers at them. At any time that after an Event of Default existsor upon notice of issue of any legal process by which process any of the Company's assets in the possession or control of the Agent or any Bank may be trusteed, attached or levied upon, without demand or notice to Borrowers or any other Person (any such notice being hereby expressly waivedwaived by the Company), to set off and to appropriate the 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 (including Debt evidenced by certificates obligation of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) the Company and any other Debt at any time held or owing by such Lender or any Guarantor even though unmatured and regardless of their Affiliates to or for the credit or the account adequacy of any Borrower against and on account of other collateral securing the Obligations of Borrowers arising under the Credit Documents to such AgentLoans. 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, such Lender or any of their AffiliatesPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementCREDITS OR OTHER PROPERTY OF THE COMPANY OR ANY GUARANTOR, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunderARE HEREBY KNOWINGLY, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender (andLender, each Issuing Bank and any Affiliate of their respective Affiliates) any Lender or Issuing Bank is hereby authorized by Borrowers each Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any such Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents such Borrower to such AgentLender, such Lender Issuing Bank or any of their Affiliates, including including, but not limited to, all Loans and L/C Obligations Letters of Credit and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent Lender or such Lender Issuing Bank shall have made any demand hereunder, hereunder or (ii) Administrative the Agent, at the request or with the consent of the Required Requisite 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 Article XII and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, Each Lender and each of Agents and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of a Borrower, any Borrower of its Subsidiaries, or any Guarantor now or hereafter maintained with such AgentLender, such Lender Issuing Bank or any Affiliate of any of them, but no Borrower shall have any claim such Lender or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Issuing Bank.

Setoff. In addition Without demand or notice, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional -108- or final, regardless of currency, maturity, or the branch at which such deposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower for the benefit of any Liens granted under third party) or other sums credited by or due from any of the Credit Documents and any rights now Lenders to the Borrower or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers its Subsidiaries or any other Person property of the Borrower or its Subsidiaries in the possession of the Administrative Agent or a Lender may be applied to or set off against the payment of the Obligations. Each of the Lenders agrees with each other Lender that (a) if pursuant to any agreement between such notice being hereby expressly waivedLender and the Borrower (other than this Agreement or any other Loan Document), an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than with respect to the Obligations, such amount shall be applied ratably to such other Indebtedness and to appropriate the Obligations, and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)b) and any other Debt at any time held or owing by if such Lender shall receive from the Borrower or any its Subsidiaries, whether by voluntary payment, exercise of their Affiliates to or for the credit or the account right of any Borrower against and on account setoff, counterclaim, cross action, enforcement of the Obligations by proceedings against the Borrower or its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of Borrowers arising under the Credit Documents to such AgentNote or Notes held by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, PRO TANTO assignment of claims, subrogation or otherwise, as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Agreement; PROVIDED that if all or any part of their Affiliatessuch excess payment is thereafter recovered from such Lender, including all Loans such disposition and L/C Obligations arrangements shall be rescinded and all claims the amount restored to the extent of any nature or description arising out of or in connection with this Agreementsuch recovery, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatebut without interest. Notwithstanding the foregoing, each no Lender shall exercise a right of Agents setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and Lenders agree PROVIDED FURTHER, if a Lender receives any amount in connection with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder enforcement by such Lender against any accounts of any Borrower now or hereafter maintained with particular assets held as collateral for Secured Indebtedness existing on the date hereof and unrelated to the Obligations which is owing to such AgentLender by the Borrower, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any 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 required to ratably apply 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 amount to the extent required by Section 13.5Obligations.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, each Agent Lender and each any Affiliate of any Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers each Borrower at any time that an Event of Default existsand from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including tax, payroll and trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by such Lender or any of their its Affiliates to or for the credit or the account of any such Borrower against and on account of the Obligations of the Borrowers arising under the Credit Documents to such Agent, such Lender or any of their its Affiliates, including including, but not limited to, all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementAgreement or the Notes, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, hereunder or (ii) the Administrative Agent, at the request or with the consent of the Required Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by this Agreement Article XI and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, each of Agents and Lenders agree with each other Each Lender agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Affiliates.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, each upon the occurrence of, and throughout the continuance of, any Default or Event of Default, the Agent and each Lender (and, of the Lenders and each subsequent holder of their respective Affiliates) any of the Notes is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower, to any Subsidiary of the Borrower or to any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such Lender the Agent or any of their Affiliates the Lenders or that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations obligations and liabilities of Borrowers arising the Borrower to the Agent or the Lenders or that subsequent holder under the Credit Documents to such AgentDocuments, such Lender or any of their Affiliatesincluding, including all Loans and L/C Obligations and but not limited to, all claims of any nature or description arising out of or in connection connected with this Agreementthe Credit Documents, irrespective of whether or not (i) such the Agent or such Lender any of the Lenders or that subsequent holder shall have made any demand hereunder, hereunder or (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and or the interest on the Loans Loans, the Notes and other amounts due hereunder to be shall have become due and payable as permitted by this Agreement hereunder and even though such Obligations although said obligations and liabilities, or any of them, may be contingent or unmatured unmatured. The Agent and the Lenders agree, if there shall be any other Lenders pursuant to Section 10.10(b), that if a Lender receives and retains any payment, whether by setoff or (iii) application of deposit balances or otherwise, on any of the Collateral Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, then such Lender shall purchase for the Obligations is adequate. Notwithstanding the foregoingcash at face value, but without recourse, ratably from each of Agents and the other Lenders agree with each other that it shall not, without the express consent such amount of the Required LendersLoans or L/C Obligations, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agentparticipations therein, held by such Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any Affiliate of such purchase is made by any of themLender, but no Borrower and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and with interest pro rata, to the extent the purchasing Lender is required by Section 13.5to pay interest on the amount restored.

Setoff. In addition to the event that any Liens granted under obligation of any of the Credit Documents and any rights Guarantor now or hereafter available existing under Applicable Lawthis Agreement or any other Loan Document shall have become due and payable, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that after an Event of Default existsunder the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived)Guarantor, to set off and to appropriate against and apply to such due and payable amount any and obligation of any nature of each Lender to the Guarantor, including all depositsdeposits (whether time or demand, general or special (including Debt evidenced special, provisionally or finally credited, however evidenced) now or hereafter maintained by certificates of deposit such Guarantor with such Lender. Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to such Guarantor is absolute or contingent, matured or unmatured (but not including trust accountsit being agreed that each Lender may deem such obligation to be then due and payable at the time of such setoff), tax accountsregardless of the offices or branches through which the parties are acting with respect to the offset obligations, employee benefit regardless of whether the offset obligations are denominated in the same or payroll accounts)) different currencies and regardless of the existence or adequacy of any other direct or indirect security or any other right or remedy available to such Lender. Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker’s lien available to any Lender under this Section 5.8, at law or otherwise. Each Guarantor hereby agrees that any affiliate of any Lender, and any other Debt at holder of a participation in any time held or owing by such Lender or any of their Affiliates to or for the credit or the account Guaranteed Obligations of any Borrower against and on account of the Obligations of Borrowers arising Guarantor under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective shall have the same rights of setoff as each Lender as provided in this Section 5.8 (regardless of whether such affiliate or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 participant otherwise would be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any 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 deemed a creditor of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Guarantor).

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers Obligors at any time that an Event of Default exists, without notice to Borrowers any Obligors or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower Obligor against and on account of the Obligations of Borrowers Obligors arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower Obligor now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower Obligor shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, each upon the occurrence of, and throughout the continuance of, any Default or Event of Default, the Agent and each Lender (and, of the Lenders and each subsequent holder of their respective Affiliates) any of the Notes is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower, to any Subsidiary of the Borrower or to any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such Lender the Agent or any of their Affiliates the Lenders or that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations obligations and liabilities of Borrowers arising the Borrower to the Agent or the Lenders or that subsequent holder under the Credit Documents to such AgentDocuments, such Lender or any of their Affiliatesincluding, including all Loans and L/C Obligations and but not limited to, all claims of any nature or description arising out of or in connection connected with this Agreementthe Credit Documents, irrespective of whether or not (i) such the Agent or such Lender any of the Lenders or that subsequent holder shall have made any demand hereunder, hereunder or (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and or the interest on the Loans Loans, the Notes and other amounts due hereunder to be shall have become due and payable as permitted by this Agreement hereunder and even though such Obligations although said obligations and liabilities, or any of them, may be contingent or unmatured unmatured. The Agent or (iii) such Lender, as applicable, shall promptly give the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts Borrower notice of any Borrower now or hereafter maintained with such Agentsetoff, provided that any failure to give such Lender or any Affiliate of any of them, but no Borrower notice shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and not impact the validity of any such setoff or give rise to any liability of the Agent or any Lender as a result of any such failure. The Agent and the Lenders agree, if there shall not be impaired any other Lenders pursuant to Section 10.10(b), that if a Lender receives and retains any payment, whether by setoff or application of deposit balances or otherwise, on any of the absence Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or L/C Obligations, or participations therein, held by such Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and with interest pro rata, to the extent the purchasing Lender is required by Section 13.5to pay interest on the amount restored.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agent, at provided that any failure of such Lender to give such notice to the request or with Borrower shall not affect the consent validity 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatesetoff. Notwithstanding the foregoing, each of Agents and Lenders agree Each Lender agrees with each other Lender a party hereto that it shall notif such Lender receives and retains any payment, without the express consent whether by setoff or application of deposit balances or otherwise, in respect of the Required LendersTerm Loans in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, then such Lender or any Affiliate of any of themshall purchase for cash at face value, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent recourse, ratably from each of the Required other Lenders such amount of the Term Loans and participations therein held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5but without interest.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers Borrower at any time that an Event of Default exists, without notice to Borrowers Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers Borrower arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent of the Required Lenders, 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall not have any a claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.

Setoff. In addition to any Liens granted under any rights and remedies of the Credit Documents and any rights now or hereafter available under Applicable Lenders provided by Law, each Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and, each of their respective Affiliates) and its Affiliates is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without prior notice to Borrowers the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)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 to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accounts, employee benefit provisional or payroll accounts)final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Borrowers arising Holdings. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Credit Documents to such Administrative Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of may have. Notwithstanding anything to the contrary contained herein or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoingLoan Document, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise Lender expressly waives its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any 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 hereunderpursuant 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, such party shall be obligated to share Medicaid, TRICARE and other health care programs of the United States or any such setoff in state (including the manner District of Columbia) thereof and to the extent required by Section 13.5any agency or other Governmental Authority thereof.

Setoff. In addition to any Liens granted under any rights and remedies of the Credit Documents and any rights now or hereafter available under Applicable Lenders provided by Law, each upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent and (not to be unreasonably withheld, conditioned or delayed), each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without prior notice to Borrowers the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by each of the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accounts, employee benefit provisional or payroll accounts)final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Borrower against and on account of the all Obligations of Borrowers arising under the Credit Documents owing to such AgentLender hereunder or under any other Loan Document, such Lender now or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any accounts of any Borrower now or hereafter maintained with such Agent, set off and application made by such Lender or any Affiliate of any of them, but no Borrower Lender; provided that the failure to give such notice shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that 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 be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower’s obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b).

Setoff. In Subject to Section 3.3 and in addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable LawLaw and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Agent Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Lender (andParticipant, each of their respective Affiliates) is hereby authorized by Borrowers at any time that or from time to time while an Event of Default exists, without notice to Borrowers the Borrower or to any other Person (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, deposits (general or special (special, including Debt indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)unmatured) and any other Debt indebtedness at any time held or owing by the Administrative Agent, such Lender Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or any of their Affiliates such Lender, or such Participant, to or for the credit or the account of any the Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Obligations, irrespective of whether or not (i) such Agent any or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent all of the Required Lenders, shall have declared the principal of and interest on the Loans and all other amounts due hereunder Obligations have been declared to be be, or have otherwise become, due and payable as permitted by this Agreement Section 11.2, and even though although such Obligations may shall be contingent or unmatured or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Administrative Agent for further application in accordance with the provisions of Section 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent benefit of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Administrative Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of Issuing Banks and the Required Lenders and (y) such Defaulting Lender shall provide promptly to the validity of any Administrative Agent a statement describing in reasonable detail the Obligations owing to such setoff shall not be impaired by the absence of Defaulting Lender as to which it exercised such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.

Setoff. In addition to Regardless of the adequacy of any Liens granted under collateral for the Obligations, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Credit Documents Banks to the Borrower or any of the other Transaction Parties and any rights now securities or hereafter available under Applicable Law, each Agent other property of the Borrower and each Lender (and, each any of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event the other Transaction Parties in the possession of Default exists, without notice such Bank may be applied to Borrowers or any other Person (any such notice being hereby expressly waived), to set off by such Bank against the payment of Obligations and to appropriate and apply any and all depositsother liabilities, general direct, or special (including Debt evidenced by certificates of deposit whether matured indirect, absolute or unmatured (but not including trust accountscontingent, tax accountsdue or to become due, employee benefit now existing or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account hereafter arising, of the Obligations of Borrowers arising under the Credit Documents Borrower or such other Transaction Party to such Agent, such Lender or any Bank. Each of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection the Banks agrees with this Agreement, irrespective of whether or not each other Bank that (i) such Agent if an amount to be set off is to be applied to Indebtedness of the Borrower or such Lender other Transaction Party to such Bank, other than Indebtedness evidenced by the Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall have made any demand hereunderbe applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (ii) Administrative Agentif such Bank shall receive from the Borrower or such other Transaction Party, 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 whether by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lendersvoluntary payment, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any 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 hereundersetoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such party Bank by proceedings against the Borrower or such other Transaction Party at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Notes held by, and Reimbursement Obligations owed to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, eitherby way of distribution, PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Notes held by it or Reimbursement obligations owed it, its proportionate payment as contemplated by this Credit Agreement; PROVIDED that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be obligated to share any such setoff in rescinded and the manner and amount restored to the extent required by Section 13.5of such recovery, but without interest.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that If an Event of Default existsoccurs and is continuing, without notice to Borrowers any deposits, balances or other sums credited by or due from Agent or any other Person (of the Lenders, or from any such notice being hereby expressly waived)Affiliate of Agent or any of the Lenders, to set off and the Borrower, may to appropriate and apply any and all deposits, general or special (including Debt evidenced the fullest extent not prohibited by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt applicable law at any time held or owing by such Lender from time to time, without regard to the existence, sufficiency or any of their Affiliates to or for the credit or the account adequacy of any Borrower against other collateral, and on account without Notice or compliance with any other condition precedent now or hereafter imposed by statute, rule of the Obligations law or otherwise, all of Borrowers arising under the Credit Documents to such Agentwhich are hereby waived, such Lender or any of their Affiliatesbe set off, including all Loans appropriated and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such applied by Agent or such Lender or Affiliate against any or all of the Obligations irrespective of whether demand shall have been made and although such obligations may be unmatured, in such manner as Agent or such Lender or Affiliate in its sole and absolute discretion may determine; provided, however, that such right of setoff shall not apply to any demand hereunder, (ii) Administrative Agent, at the request property or with the consent deposit of escrow monies being held on behalf of the Required Lendersobligors under Pledged Assets or on behalf of other third parties that are not Affiliates of the Borrower, including any non-affiliate lenders with which the Company has loan servicing arrangements. Within five (5) Business Days of making any such set off, appropriation or application, Agent agrees to notify the Borrower thereof, provided the failure to give such Notice shall have declared not affect the principal validity of and interest on such set off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE AGENT, SUCH LENDER OR SUCH AFFILIATE 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 BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree agrees with each other Lender that it shall not, without the express consent (a) if an amount to be set off is to be applied to indebtedness of the Required LendersBorrower to such Lender, other than the Obligations evidenced by the Note held by such Lender, unless such amount is held by such Lender in connection with a specific relationship with the Borrower other than that evidenced by the Loan Documents, such amount shall be applied ratably to such other indebtedness and to the Obligations evidenced by the Note held by such Lender, and (b) if such Lender shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Note held by such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by such Lender any amount in excess of its setoff rights hereunder against any accounts ratable portion of any Borrower now or hereafter maintained the payments received by all of the Lenders with such Agentrespect to the Note held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, participation, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Note held by it its proportionate payment as contemplated by this Agreement; provided that if all or any Affiliate part of any of themsuch excess payment is thereafter recovered from such Lender, but no Borrower such disposition and arrangements shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded 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 amount restored to the extent required by Section 13.5of such recovery, but without interest.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available under Applicable Law, each Agent and Each Borrower hereby grants each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and a security interest in all deposits, general or special credits and deposit accounts (including Debt evidenced by certificates of deposit all account balances, whether matured provisional or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) final and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (icollected or available) of such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or Borrower 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of such Lender (the “Deposits”). In addition to, and without limitation of, any rights of themthe Lenders under Applicable Law, but no if any Borrower is not Solvent, or if any Event of Default occurs, each Borrower authorizes each Lender to offset and apply all such Deposits toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall have then be due and regardless of the existence or adequacy of any claim collateral, guaranty or cause any other security, right or remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of action setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 6.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the LC Issuer, and the Lenders, and (b) the Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The aforesaid rights may be exercised by Agent or such Lender against any Agent Borrower or against any Lender trustee in bankruptcy, debtor in possession, assignee for any setoff made without the consent benefit of the Required Lenders and the validity creditors, receiver or execution, judgment or attachment creditor of any Borrower or against anyone else claiming through or against any Borrower or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of setoff shall not be impaired have been exercised by the absence of Agent or 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 Lender prior to the extent required by Section 13.5occurrence of an Event of Default.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, each Agent upon the occurrence of, and throughout the continuance of, any Default or Event of Default, the Lender and each Lender (and, each subsequent holder of their respective Affiliates) the Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower, to any Subsidiary of the Borrower or to any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such the Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations obligations and liabilities of Borrowers arising any of the Borrower to the Lender or that subsequent holder under the Credit Documents to such AgentDocuments, such Lender or any of their Affiliatesincluding, including all Loans and L/C Obligations and but not limited to, all claims of any nature or description arising out of or in connection connected with this Agreementthe Credit Documents, irrespective of whether or not (i) such Agent the Lender or such Lender that subsequent holder shall have made any demand hereunder, hereunder or (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and or the interest on the Loans or the Note and other amounts due hereunder to be shall have become due and payable as permitted by this Agreement hereunder and even though such Obligations although said obligations and liabilities, or any of them, may be contingent or unmatured unmatured. The Lender agrees, if there shall be any other Lender pursuant to Section 9.10(b), that if the Lender receives and retains any payment, whether by setoff or (iii) application of deposit balances or otherwise, on any of the Collateral Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lender hereunder, then the Lender shall purchase for the Obligations is adequate. Notwithstanding the foregoingcash at face value, but without recourse, ratably from each of Agents and the other Lenders agree with each other that it shall not, without the express consent such amount of the Required Loans or L/C Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause the Lender to share such excess payment ratably with all the other Lenders; PROVIDED, exercise its setoff rights hereunder against HOWEVER, that if any accounts such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of themexcess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition to any Liens granted under any of the Credit DIP Loan Documents and any rights and remedies now or hereafter available under Applicable LawLaw (including other rights of setoff), each DIP Agent and each DIP Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by DIP Agent, such DIP Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit DIP Loan Documents to such DIP Agent, such DIP Lender or any of their Affiliates, including all Revolver Loans and L/C Obligations Letter of Credit Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such DIP Agent or such DIP Lender shall have made any demand hereunder, (ii) Administrative DIP Agent, at the request or with the consent of the Required DIP Lenders, shall have declared the principal of and interest on the Revolver Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured unmatured, or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents DIP Agent and DIP Lenders agree agrees with each other that it shall not, without the express consent of Required DIP Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of Required DIP Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such DIP Agent, such DIP Lender or any Affiliate of any of them, but no Borrower shall have any a claim or cause of action against any DIP Agent or any DIP Lender for any setoff made without the consent of the Required Lenders DIP Lenders, and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.

Setoff. In Subject to Section 3.3. and in addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable LawLaw and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Agent Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Lender (andParticipant, each of their respective Affiliates) is hereby authorized by Borrowers at any time that or from time to time while an Event of Default exists, without notice to Borrowers the Borrower or to any other Person (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, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)unmatured) and any other Debt indebtedness at any time held or owing by the Administrative Agent, such Lender Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or any of their Affiliates such Lender, or such Participant, to or for the credit or the account of any the Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Obligations, irrespective of whether or not (i) such Agent any or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent all of the Required Lenders, shall have declared the principal of and interest on the Loans and all other amounts due hereunder Obligations have been declared to be be, or have otherwise become, due and payable as permitted by this Agreement Section 10.2., and even though although such Obligations may shall be contingent or unmatured or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Administrative Agent for further application in accordance - 96 - with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent benefit of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Administrative Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of Issuing Banks and the Required Lenders and (y) such Defaulting Lender shall provide promptly to the validity of any Administrative Agent a statement describing in reasonable detail the Obligations owing to such setoff shall not be impaired by the absence of Defaulting Lender as to which it exercised such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.

Setoff. In addition Without demand or notice, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch at which such deposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower for the benefit of any Liens granted under third party) or other sums credited by or due from any of the Credit Documents and any rights now Lenders to the Borrower or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers its Subsidiaries or any other Person property of the Borrower or its Subsidiaries in the possession of the Administrative Agent or a Lender may be applied to or set off against the payment of the Obligations. Each of the Lenders agrees with each other Lender that (a) if pursuant to any agreement between such notice being hereby expressly waivedLender and the Borrower (other than this Agreement or any other Loan Document), an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than with respect to the Obligations, such amount shall be applied ratably to such other Indebtedness and to appropriate the Obligations, and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)b) and any other Debt at any time held or owing by if such Lender shall receive from the Borrower or any its Subsidiaries, whether by voluntary payment, exercise of their Affiliates to or for the credit or the account right of any Borrower against and on account setoff, counterclaim, cross action, enforcement of the Obligations by proceedings against the Borrower or its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of Borrowers arising under the Credit Documents to such AgentNote or Notes held by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, PRO TANTO assignment of claims, subrogation or otherwise, as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Agreement; PROVIDED that if all or any part of their Affiliatessuch excess payment is thereafter recovered from such Lender, including all Loans such disposition and L/C Obligations arrangements shall be rescinded and all claims the amount restored to the extent of any nature or description arising out of or in connection with this Agreementsuch recovery, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatebut without interest. Notwithstanding the foregoing, each no Lender shall exercise a right of Agents setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and Lenders agree PROVIDED FURTHER, if a Lender receives any amount in connection with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder enforcement by such Lender against any accounts of any Borrower now or hereafter maintained with particular assets held as collateral for Secured Indebtedness existing on the date hereof and unrelated to the Obligations which is owing to such AgentLender by the Borrower, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any 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 required to ratably apply 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 amount to the extent required by Section 13.5Obligations.

Setoff. In addition to any Liens granted under any rights and remedies of the Credit Documents and any rights now or hereafter available under Applicable Lenders provided by Law, each Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and, each of their respective Affiliates) and its Affiliates is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without prior notice to Borrowers the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)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 to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accounts, employee benefit provisional or payroll accounts)final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or any of their Affiliates its Affiliates, as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations of Borrowers arising under the Credit Documents to Code unless such Agent, such Lender Subsidiary is not a direct or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent indirect subsidiary of the Required Lenders, Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by and application. The rights of the absence Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Lender may have.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Administrative Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit accounts or payroll accountsany Collection Account into which payments with respect to Governmental Receivables are directly deposited or transferred)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Loan Documents to such Administrative Agent, such Lender or any of their Affiliates, including all Loans and L/C LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Administrative Agent or such Lender Lender, shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Administrative Agent and Lenders agree with each other that it Administrative Agent shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder hereunder, subject to the limitations set forth in this Section 12.4, against any accounts of any Borrower now or hereafter maintained with such Administrative Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Administrative Agent or any Lender for any setoff made made, subject to the limitations set forth in this Section 12.4, without the consent of the Required Lenders 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 and permitted hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by this Section 12.4 and Section 13.5. Notwithstanding anything herein to the contrary, Administrative Agent and its Affiliates shall not nor shall it be entitled to, and each other Secured Party and its Affiliates (and each Participant of any Lender and Affiliates) hereby waives any and all rights it may have to, set-off or appropriate any or all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by each Secured Party and its Affiliates and each Participant of any Lender and its Affiliates or any branch or agency thereof to or for the credit or the account of any Obligor, to the extent necessary for the Obligors and each Secured Party and its Affiliates and each Participant of any Lender and its Affiliates to remain in compliance with all Healthcare Laws.

Setoff. In addition Regardless of the adequacy of any collateral, if any Event of Default shall have occurred and be continuing, any deposits or other sums credited by or due from the Administrative Agent or any other Creditor Party to any Liens granted under either Borrower or any of the Credit Documents Guarantors and any rights now securities or hereafter available under Applicable Law, each Agent and each Lender (and, each other property of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers either Borrower or any of the Guarantors in the possession of the Administrative Agent or such other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender Creditor Party or any of their respective Affiliates to or for may, at any time, solely with the credit or the account of any Borrower against and on account consent of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or and, with respect to such other Creditor Party with the consent of the Required Lenders, shall have declared without demand or notice (any such notice being expressly waived by the principal Borrowers and the Guarantors), in whole or in part, be applied to or set off by the Administrative Agent or such other Creditor Party against the payment of Obligations, now existing or hereafter arising, of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party regardless of the adequacy of any other collateral securing the Loans. The Administrative Agent and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders the other Creditor Parties agree with and among each other that it (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party, such amount shall notbe applied ratably first to Obligations owed to the Creditor Party exercising such right of set off and pro rata to any other similarly situated Creditor Parties, and then to the Obligations owed all other Creditor Parties, including, without limitation, Reimbursement Obligations owed to the express consent of the Required Issuing Bank or all Lenders, exercise its setoff rights hereunder against any accounts of any and (ii) if the Administrative Agent or such other Creditor Party shall receive from either Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent Guarantor or any Lender for any setoff made without the consent other source, whether by voluntary payment, exercise 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 hereundersetoff, counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owed to the Administrative Agent or such other Creditor Party any amount in excess of its ratable portion of the payments received by all of the Creditor Parties with respect to the debt evidenced hereby corresponding to all of the Creditor Parties, such party Creditor Party will make such disposition and arrangements with the other Creditor Parties with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Creditor Party receiving in respect of the debt evidenced hereby in its name or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Creditor Party, such disposition and arrangements shall be obligated to share any such setoff in rescinded and the manner and amount restored to the extent required by Section 13.5of such recovery, but without interest. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any Liens granted under any Regardless of the Credit Documents adequacy of any collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors, if any, and any rights now securities or hereafter available under Applicable Lawother property of the Borrower or the Guarantors, each Agent and each if any, in the possession of such Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default existsmay, without notice to Borrowers the Borrower or any other Person Guarantor, if any, (any such notice being hereby expressly waived)waived by the Borrower and the Guarantors, if any) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and to appropriate and apply any and all depositsother liabilities, general direct, or special (including Debt evidenced indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors , if any, to such Lender, Agent will promptly provide Borrower with notice of any such set off of which Agent has received written notice. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, if any, whether by certificates voluntary payment, exercise of deposit whether matured the right of setoff, or unmatured (but not including trust accountsotherwise, tax accounts, employee benefit and shall retain and apply to the payment of the Note or payroll accounts)) and any other Debt at any time Notes held or owing by such Lender or (but excluding the Swing Loan Note) any amount in excess of their Affiliates to or for the credit or the account of any Borrower against and on account its ratable portion of the Obligations payments received by all of Borrowers arising under the Credit Documents Lenders with respect to such Agentthe Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or excess payment is thereafter recovered from such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such AgentLender, such Lender or any Affiliate of any of them, but no Borrower disposition and arrangements shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded 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 amount restored to the extent required of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by Section 13.5such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agent, at provided that any failure of such Lender to give such notice to the request or with Borrower shall not affect the consent validity 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatesetoff. Notwithstanding the foregoing, each of Agents and Lenders agree Each Lender agrees with each other Lender a party hereto that it shall notif such Lender receives and retains any payment, without the express consent whether by setoff or application of deposit balances or otherwise, in respect of the Required LendersTerm Loan in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, then such Lender or any Affiliate of any of themshall purchase for cash at face value, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent recourse, ratably from each of the Required other Lenders such amount of the Term Loan held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5but without interest.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each of their respective Affiliates) Issuing Bank is hereby authorized by the Borrowers at any time that an Event of Default existsor from time to time, without prior notice to Borrowers such Borrower (subject to the last sentence of this Section 11.7) or any other Person (Person, any such prior notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such Lender or any of their Affiliates such Issuing Bank to or for the credit or the account of any Borrower such Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising under the Credit Documents such Borrower to such Agent, such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand hereunder. Each Lender or each Issuing Bank shall promptly give notice to the Company and the Administrative Agent of their Affiliatesany action taken by it under this Section 11.7; provided that any failure of such Lender or such Issuing Bank to give such notice to the Company or the Administrative Agent shall not affect the validity of such setoff. Each Lender and each Issuing Bank agrees with each other Lender and each other Issuing Bank a party hereto that, including if such Lender or such Issuing Bank receives and retains any payment, whether by setoff or application of deposit balances or otherwise, in respect of the Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders and the Issuing Banks hereunder, then such Lender or such Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans and L/C Obligations and all claims of any nature participations therein held by each such other Lender or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Issuing Bank as shall be necessary to cause such Agent Lender or such Issuing Bank to share such excess payment ratably with all the other Lenders and the Issuing Banks; provided, however, that, if any such purchase is made by any Lender or any Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender or Issuing Bank, the related purchases from the other Lenders or the Issuing Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest; provided, further, that, in the event that any Defaulting Lender shall have made exercise any demand hereundersuch right of setoff, (iia) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any Issuing Banks and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such setoff shall not be impaired by the absence of Defaulting Lender as to which it exercised such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.

Setoff. In addition to any Liens granted under any If an Event of the Credit Documents Default shall have occurred and any rights now or hereafter available under Applicable Lawbe continuing, each Agent Lender, the Issuing Lender and each Lender (and, each of their respective Affiliates) Affiliates is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accountsprovisional or final, employee benefit or payroll accounts)in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any of their Affiliates such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and on account all of the Obligations obligations of Borrowers arising such Borrower or such Loan Party now or hereafter existing under the this Credit Documents Agreement or any other Loan Document to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Issuing Lender, irrespective of whether or not (i) such Agent Lender or such the Issuing Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations 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 and even though such Obligations Borrower or such Loan Party may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each are owed to a branch or office of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Affiliate Defaulting Lender shall exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of them§6.17 and, but no Borrower pending such payment, shall have any claim or cause of action against any Agent or any be segregated by such Defaulting Lender from its other funds and deemed held in trust for any setoff made without the consent benefit of the Required Lenders Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrowers and the Applicable Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of any such setoff and application. Any amounts set off pursuant to this §15 shall not be impaired distributed ratably in accordance with §32 among all of the Lenders by the absence of Lender setting off such consentamount. If any party (or its Affiliate) exercises Lender fails to share such setoff ratably, the Applicable Agent shall have the right to withhold such Lender’s share of setoff provided for hereunderany Borrower’s payments until each of the Lenders shall have, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5aggregate, received a pro rata repayment.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender, each Issuing Bank and the Swingline Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by the Borrowers at any time that an Event of Default existsor from time to time, without prior notice to Borrowers any Borrower or any other Person (Person, any such prior notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender, the Swingline Lender or any of their Affiliates that Issuing Bank or that subsequent holder to or for the credit or the account of any Borrower a Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising such Borrower to that Lender, the Swingline Lender or that Issuing Bank or that subsequent holder under the Credit Documents to such AgentDocuments, such irrespective of whether or not that Lender, the Swingline Lender or that Issuing Bank or that subsequent holder shall have made any demand hereunder. Each Lender, the Swingline Lender or each Issuing Bank shall promptly give notice to the Company of their Affiliatesany action taken by it under this Section 10.6, including provided that any failure of such Lender, the Swingline Lender or such Issuing Bank to give such notice to the Company shall not affect the validity of such setoff. Each Lender, the Swingline Lender and each Issuing Bank agrees with each other Lender, the Swingline Lender and each other Issuing Bank a party hereto that if such Lender, the Swingline Lender or such Issuing Bank receives and retains any payment, whether by setoff or application of deposit balances or otherwise, in respect of the Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders, the Swingline Lender and the Issuing Banks hereunder, then such Lender, the Swingline Lender or such Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans and L/C Obligations and all claims of any nature participations therein held by each such other Lender, Swingline Lender or description arising out of or in connection with this AgreementIssuing Bank as shall be necessary to cause such Lender, irrespective of whether or not (i) such Agent Swingline Lender or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at Issuing Bank to share such excess payment ratably with all the request or with the consent of the Required other Lenders, shall have declared the principal of Swingline Lender and interest on the Loans and other amounts due hereunder to be due and payable as permitted Issuing Banks; provided, however, that if any such purchase is made by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoingany Lender, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Swingline Lender or any Affiliate Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, Swingline Lender or Issuing Bank, the related purchases from the other Lenders, Swingline Lender or the Issuing Banks shall be rescinded ratably and the purchase price restored as to the portion of any of themsuch excess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition Borrower hereby grants to any Liens granted under any each Lender a lien, security interest and a right of the Credit Documents setoff as security for all liabilities and any rights obligations to such Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter available under Applicable Lawin the possession, each Agent and each Lender (andcustody, each safekeeping or control of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising entity under the Credit Documents to such Agent, control of such Lender or in transit to any of their Affiliatesthem which may be exercised only following the occurrence of an Event of Default. At any time following the occurrence of an Event of Default, including all Loans without demand or notice, Agent or Lender may set off the same or any part thereof and L/C Obligations apply the same to any liability or obligation of Borrower subject to the provisions of Section 23.2(f) even though unmatured and all claims regardless of the adequacy of any nature or description arising out of or in connection with this Agreementother collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, irrespective of whether or not (i) such 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 or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any 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 required to marshal any present or future security for, or guarantees of, the absence of such consent. If any party (obligations or its Affiliate) exercises the right of setoff provided for hereunderto resort to any, such party shall be obligated to share security or guarantee in any such setoff in the manner particular order and Borrower waives, to the fullest extent required by Section 13.5that 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 the proceeds of any Collateral until the obligations are paid in full.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower Obligor against and on account of the Obligations of Borrowers Obligors arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower Obligor now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower Obligor shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section SECTION 13.5.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available ------ granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and Issuing Bank and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or Issuing Bank or that subsequent holder under the Credit Documents Documents, irrespective of whether or not that Lender or Issuing Bank or that subsequent holder shall have made any demand hereunder. Each Lender or Issuing Bank shall promptly give notice to such Agent, the Borrower of any action taken by it under this Section 10.6,provided that any failure of such Lender or Issuing Bank to give such notice to the Borrower shall not affect the validity of such setoff. Each Lender and Issuing Bank agrees with each other Lender and Issuing Bank a party hereto that if such Lender or Issuing Bank receives and retains any payment, whether by setoff or application of their Affiliatesdeposit balances or otherwise, including in respect of the Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders and Issuing Bank hereunder, then such Lender or Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) participations therein held by each such Agent or such other Lender as shall have made any demand hereunder, (ii) Administrative 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 be necessary to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, cause such Lender or Issuing Bank to share such excess payment ratably with all the other Lenders; provided, however, that if any Affiliate such purchase is made by any Lender or Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender or Issuing Bank, the related purchases from the other Lenders or Issuing Bank shall be rescinded ratably and the purchase price restored as to the portion of any of themsuch excess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition to Regardless of the adequacy of any Liens granted under collateral, if any Event of Default shall have occurred and be continuing, any deposits or other sums credited by or due from any of the Credit Documents Lenders to the Borrower or the Guarantors and any rights now securities or hereafter available under Applicable Lawother property of the Borrower or the Guarantors in the possession of such Lender or any of its Affiliates may, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default existstime, without demand or notice to Borrowers or any other Person (any such notice being hereby expressly waivedwaived by the Borrower and the Guarantors), in whole or in part, be applied to or set off by such Lender against the payment of Obligations and to appropriate and apply any and all depositsother liabilities or obligations, general direct, or special indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender regardless of the adequacy of any other collateral securing the Term Loans. Each of the Lenders agrees with each other Lender that (including Debt i) if an amount to be set off is to be applied to Indebtedness of the Borrower or the Guarantors to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by certificates the Notes of deposit whether matured such Lender, and (ii) if such Lender shall receive from the Borrower or unmatured (but not including trust accounts, tax accounts, employee benefit the Guarantors or payroll accounts)) and any other Debt at any time held or owing source, whether by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account voluntary payment, exercise of the Obligations right of Borrowers arising under setoff, counterclaim, cross action, enforcement of the Credit Documents to such Agentclaim evidenced by the Notes in the name of, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of by proceedings against the Borrower at law or in connection with this Agreementequity or by proof thereof in bankruptcy, irrespective reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of whether or not (i) such Agent or such Lender shall have made its Notes, any demand hereunder, (ii) Administrative Agent, at the request or with the consent amount in excess of its ratable portion 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 payments received by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent all of the Required Lenders with respect to the debt evidenced by the Notes corresponding to all of the Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, 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 debt evidenced by the Notes in its name, its proportionate payment as contemplated by this Term Loan Agreement; provided that if all or any Affiliate part of any of themsuch excess payment is thereafter recovered from such Lender, but no Borrower such disposition and arrangements shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded 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 amount restored to the extent required by Section 13.5.of such recovery, but without interest. 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 OR THE GUARANTORS ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 70

Setoff. In addition to any Liens granted under any (a) Borrower agrees that Lender has all rights of the Credit Documents setoff and any rights now or hereafter available under Applicable Lawbanker’s liens provided by applicable law. The Borrower agrees that, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers if at any time that (i) any amount owing by it under this Agreement or any Financing Agreement is then due and payable to the Lender, or (ii) a Default or an Event of Default existsshall have occurred and be continuing, then the Lender or the holder of any promissory note issued hereunder, in its sole discretion, may set off against and apply to the payment of any and all Liabilities, any and all balances, credits, deposits, accounts or moneys of the Borrower then or thereafter with the Lender or such holder. (a) Without limitation of Section 2.10(a) hereof, the Borrower agrees that, upon and after the occurrence of any Event of Default or Default, the Lender is hereby authorized, at any time and from time to time, without prior notice to Borrowers or any other Person the Borrower (provided, however, prior to an Event of Default the Lender shall use reasonable efforts to provide notice of any such notice being hereby expressly waivedaction within a reasonable time thereafter but the Lender shall not be liable for any failure to provide such notice), (i) to set off against and to appropriate and apply to the payment of any and all deposits, general or special Liabilities any and all amounts which the Lender is obligated to pay over to the Borrower (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accountsunmatured, tax accountsand, employee benefit in the case of deposits, whether general or payroll accountsspecial, time or demand and however evidenced)) , and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of pending 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 hereunderaction, such party shall be obligated to share any such setoff in the manner and to the extent required by necessary, to deposit such amounts with the Lender as Collateral to secure such Liabilities and to dishonor any and all checks and other items drawn against any deposits so held as the Lender in its sole discretion may elect. (b) The rights of the Lender under this Section 13.52.10 are in addition to all other rights and remedies which the Lender may otherwise have in equity or at law.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, each Agent upon the occurrence of, and throughout the continuance of, any Default or Event of Default, the Lender and each Lender (and, each subsequent holder of their respective Affiliates) any of the Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers or the Borrower, any other Person (Credit Party or to any other Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including special, including, but not limited to, Debt evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt at any time held or owing by such the Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations obligations and liabilities of Borrowers arising the Borrower to the Lender or that subsequent holder under the Credit Documents to such AgentLoan Documents, such Lender or any of their Affiliatesincluding, including all Loans and L/C Obligations and but not limited to, all claims of any nature or description arising out of or in connection connected with this Agreementthe Loan Documents, irrespective of whether or not (i) such Agent the Lender or such Lender that subsequent holder shall have made any demand hereunder, hereunder or (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and or the interest on the Loans Loan or the Note and other amounts due hereunder to be shall have become due and payable as permitted by this Agreement hereunder and even though such Obligations although said obligations and liabilities, or any of them, may be contingent or unmatured unmatured. The Lender agrees, if there shall be any other Lender pursuant to Section 8.10(b), that if the Lender receives and retains any payment, whether by setoff or (iii) application of deposit balances or otherwise, on any of the Collateral Loan in excess of its ratable share of payments on all such Obligations then owed to the Lender hereunder, then the Lender shall purchase for the Obligations is adequate. Notwithstanding the foregoingcash at face value, but without recourse, ratably from each of Agents and the other Lenders agree with each other that it shall not, without the express consent such amount of the Required Loan or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause the Lender to share such excess payment ratably with all the other Lenders; provided, exercise its setoff rights hereunder against however, that if any accounts such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of themexcess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition Regardless of the adequacy of any Collateral, if any Event of Default shall have occurred and be continuing, any deposits or other sums credited by or due from the Administrative Agent or any other Creditor Party to any Liens granted under either Borrower or any of the Credit Documents Guarantors and any rights now securities or hereafter available under Applicable Law, each other property of either Borrower or any of the Guarantors in the possession of the Administrative Agent and each Lender (and, each or such other Creditor Party or any of their respective Affiliates) is hereby authorized by Borrowers Affiliates may, at any time that an Event time, solely with the consent of Default existsthe Administrative Agent, without demand or notice to Borrowers or any other Person (any such notice being hereby expressly waivedwaived by the Borrowers and the Guarantors), in whole or in part, be applied to or set off by the Administrative Agent or such other Creditor Party against the payment of Obligations, now existing or hereafter arising, of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party regardless of the adequacy of any other collateral securing any outstanding portion of the Loans. The Administrative Agent and each of the other Creditor Parties agree with and among each other that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party, such amount shall be applied ratably first to Obligations owed to the Creditor Party exercising such right of set off and pro rata to appropriate any other similarly situated Creditor Parties, and then to the Obligations owed all other Creditor Parties, including, without limitation, Reimbursement Obligations owed to the Issuing Bank or all Lenders, and (ii) if the Administrative Agent or such other Creditor Party shall receive from either Borrower or any Guarantor or any other source, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account payment of the Obligations of Borrowers arising under owed to the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Administrative Agent or such Lender shall have made other Creditor Party any demand hereunderamount in excess of its ratable portion of the payments received by all of the Creditor Parties with respect to the debt evidenced hereby corresponding to all of the Creditor Parties, (ii) Administrative Agent, at the request or such Creditor Party will make such disposition and arrangements with the consent other Creditor Parties with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Creditor Party receiving in respect of the Required Lendersdebt evidenced hereby in its name or Reimbursement Obligations owed it, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable its proportionate payment as permitted contemplated by this Agreement and even though Credit Agreement; provided that if all or any part of such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations excess payment is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with thereafter recovered from such AgentCreditor Party, such Lender or any Affiliate of any of them, but no Borrower disposition and arrangements shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded 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 amount restored to the extent required by Section 13.5of such recovery, but without interest. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any Liens granted under any rights and remedies of the Credit Documents and any rights now or hereafter available under Applicable Lenders provided by Law, each Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and, each of their respective Affiliates) and its Affiliates is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without prior notice to Borrowers the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)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 to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accounts, employee benefit provisional or payroll accounts)final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Table of Contents Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or any of their Affiliates its Affiliates, as the case may be, to or for the credit or the account of any Borrower against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Borrowers arising the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Credit Documents to such Administrative Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

Setoff. In addition to Regardless of the adequacy of any Liens granted under collateral, if any of the Credit Documents Obligations are due and payable and have not been paid or any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default existsshall have occurred, any deposits or other sums credited by or due from any of the Lenders to any Credit Party and any securities or other property of any Credit Party in the possession of such Lender or any of its Affiliates may, at any time, without demand or notice to Borrowers or any other Person (any such notice being hereby expressly waivedwaived by each Credit Party), in whole or in part, be applied to or set off by such Lender against the payment of Obligations and to appropriate and apply any and all depositsother liabilities or obligations, general direct, or special indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any Credit Party to such Lender regardless of the adequacy of any other collateral securing the Loan. Each of the Lenders agrees with each other Lender that (including Debt i) if an amount to be set off is to be applied to Indebtedness of any Credit Party to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by certificates the Revolving Credit Note of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or constituting Reimbursement Obligations owed to such Lender, and (ii) if such Lender shall receive from any of their Affiliates to Credit Party or for the credit or the account of any Borrower against and on account other source, whether by voluntary payment, exercise of the Obligations right of Borrowers arising under setoff, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Documents to such AgentNotes in the name of, or constituting Reimbursement Obligations, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of by proceedings against a Credit Party at law or in connection with this Agreementequity or by proof thereof in bankruptcy, irrespective reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of whether its Revolving Credit Note, or not (i) such Agent or the Reimbursement Obligations owed to such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent amount in excess of its ratable portion 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 payments received by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent all of the Required Lenders with respect to the debt evidenced by the Revolving Credit Notes corresponding to, and Reimbursement Obligations owed to, all of the Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, 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 debt evidenced by the Revolving Credit Note in its name or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any Affiliate part of any of themsuch excess payment is thereafter recovered from such Lender, but no Borrower such disposition and arrangements shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded 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 amount restored to the extent required by Section 13.5of such recovery, but without interest. 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 ANY CREDIT PARTY ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any Liens granted under any of the Credit Loan ------ Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender (andLender, each Issuing Bank and any Affiliate of their respective Affiliates) any Lender or Issuing Bank is hereby authorized by the Borrowers at any time that an Event of Default existsor from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any a Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents such Borrower to such AgentLender, such Lender Issuing Bank or any of their Affiliates, including including, but not limited to, all Loans and L/C Obligations Letters of Credit and all claims of any nature or description arising out of or in connection with this Agreementherewith, irrespective of whether or not (i) such Agent Lender or such Lender Issuing Bank shall have made any demand hereunder, hereunder or (ii) the Administrative Agent, at the request or with the consent of the Required Requisite 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 Article XI and even though such Obligations may ---------- be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, each of Agents Each Lender and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any -129- accounts of any Borrower the Borrowers or their Subsidiaries now or hereafter maintained with such AgentLender, such Lender Issuing Bank or any Affiliate of any either of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower and each other Loan Party at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Loan Party or other Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of the Borrower or any Borrower other Loan Party, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower or any other Loan Party to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agent, at provided that any failure of such Lender to give such notice to the request or with Borrower shall not affect the consent validity 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatesetoff. Notwithstanding the foregoing, each of Agents and Lenders agree Each Lender agrees with each other Lender a party hereto that it shall notif such Lender receives and retains any payment, without the express consent whether by setoff or application of deposit balances or otherwise, in respect of the Required LendersTerm Loans in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, then such Lender or any Affiliate of any of themshall purchase for cash at face value, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent recourse, ratably from each of the Required other Lenders such amount of the Term Loans and participations therein held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5but without interest.

Setoff. In addition to any Liens granted under any of the Credit Loan ------ Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender (andLender, each Issuing Bank and any Affiliate of their respective Affiliates) any Lender or Issuing Bank is hereby authorized by the Borrowers at any time that an Event of Default existsor from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any a Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents such Borrower to such AgentLender, such Lender Issuing Bank or any of their Affiliates, including including, but not limited to, all Loans and L/C Obligations Letters of Credit and all claims of any nature or description arising out of or in connection with this Agreementherewith, irrespective of whether or not (i) such Agent Lender or such Lender Issuing Bank shall have made any demand hereunder, hereunder or (ii) the Administrative Agent, at the request or with the consent of the Required Requisite 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 Article XI and even though such Obligations may ---------- be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, each of Agents Each Lender and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower the Borrowers or their Subsidiaries now or hereafter maintained with such AgentLender, such Lender Issuing Bank or any Affiliate of any either of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, to the extent permitted by law, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.4, (ii) Administrative Agent, at provided that any failure of such Lender to give such notice to the request or with Borrower shall not affect the consent validity 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatesetoff. Notwithstanding the foregoing, each of Agents and Lenders agree Each Lender agrees with each other Lender a party hereto that it shall notif such Lender receives and retains any payment, without the express consent whether by setoff or application of deposit balances or otherwise, on any of the Required Lenders, exercise its setoff rights hereunder against any accounts Loans in excess of any Borrower now or hereafter maintained with such Agent, the share of payments to which such Lender or any Affiliate of any of themis entitled under Section 3.2 on all such Obligations then owed to the Lenders hereunder, then such Lender shall purchase for cash at face value, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent recourse, ratably from each of the Required other Lenders such amount of the Loans, or participations therein, held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5but without interest.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower Obligor against and on account of the Obligations of Borrowers Obligors arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower Obligor now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower Obligor shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt Indebtedness evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent of the Required Lenders, 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any a claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, each upon the occurrence of, and throughout the continuance of, any Default or Event of Default, the Agent and each Lender (and, of the Lenders and each subsequent holder of their respective Affiliates) any of the Notes is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower, to any Subsidiary of the Borrower or to any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such Lender the Agent or any of their Affiliates the Lenders or that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations obligations and liabilities of Borrowers arising the Borrower to the Agent or the Lenders or that subsequent holder under the Credit Documents to such AgentDocuments, such Lender or any of their Affiliatesincluding, including all Loans and L/C Obligations and but not limited to, all claims of any nature or description arising out of or in connection connected with this Agreementthe Credit Documents, irrespective of whether or not (i) such the Agent or such Lender any of the Lenders or that subsequent holder shall have made any demand hereunder, hereunder or (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and or the interest on the Loans Loans, the Notes and other amounts due hereunder to be shall have become due and payable as permitted by this Agreement hereunder and even though such Obligations although said obligations and liabilities, or any of them, may be contingent or unmatured unmatured. The Agent or (iii) such Lender, as applicable, shall promptly give the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts Borrower notice of any Borrower now or hereafter maintained with such Agentsetoff, provided that any failure to give such Lender or any Affiliate of any of them, but no Borrower notice shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and not impact the validity of any such setoff or give rise to any liability of the Agent or any Lender as a result of any such failure. The Agent and the Lenders agree, if there shall not be impaired any other Lenders pursuant to SECTION 10.10(b), that if a Lender receives and retains any payment, whether by setoff or application of deposit balances or otherwise, on any of the absence Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or L/C Obligations, or participations therein, held by such Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and with interest pro rata, to the extent the purchasing Lender is required by Section 13.5to pay interest on the amount restored.

Setoff. In addition to any Liens granted under any of the Credit Loan ------ Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, hereunder or (ii) Administrative Agent, at the request or with the consent of the Required Lenders, 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any a claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.

Setoff. In addition to Regardless of the adequacy of any Liens granted under collateral, if any of the Credit Documents Obligations are due and payable and have not been paid or any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default existsshall have occurred, any deposits or other sums credited by or due from any of the Lenders to any Credit Party and any securities or other property of any Credit Party in the possession of such Lender or any of its Affiliates may, at any time, without demand or notice to Borrowers or any other Person (any such notice being hereby expressly waivedwaived by each Credit Party), in whole or in part, be applied to or set off by such Lender against the payment of Obligations and to appropriate and apply any and all depositsother liabilities or obligations, general direct, or special indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any Credit Party to such Lender regardless of the adequacy of any other collateral securing the Loan. Each of the Lenders agrees with each other Lender that (including Debt i) if an amount to be set off is to be applied to Indebtedness of any Credit Party to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by certificates the Term Note of deposit whether matured such Lender, and (ii) if such Lender shall receive from any Credit Party or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing source, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Term Notes in the name of such Lender by proceedings against a Credit Party at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of its Term Note any amount in excess of their Affiliates to or for the credit or the account of any Borrower against and on account its ratable portion of the Obligations payments received by all of Borrowers arising under the Credit Documents Lenders with respect to such Agentthe debt evidenced by the Term Notes corresponding to all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the debt evi denced by the Term Note in its name, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or excess payment is thereafter recovered from such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such AgentLender, such Lender or any Affiliate of any of them, but no Borrower disposition and arrangements shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded 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 amount restored to the extent required by Section 13.5of such recovery, but without interest. 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 ANY CREDIT PARTY ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower and each other Loan Party at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Loan Party or other Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of the Borrower or any Borrower other Loan Party, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower or any other Loan Party to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agentprovided that any failure of such Lender to give such notice to the Borrower shall not affect the validity of such setoff. Each Lender agrees with each other Lender a party hereto that if such Lender receives and retains any payment, at the request whether by setoff or with the consent application of deposit balances or otherwise, in respect of the Required LendersLoans in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, then such Lender shall have declared purchase for cash at face value, but without recourse, ratably from each of the principal other Lenders such amount of and interest on the Loans and participations therein held by each such other amounts due hereunder Lender as shall be necessary to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or any Affiliate part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of any of themsuch excess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agent, at provided that any failure of such Lender to give such notice to the request or with Borrower shall not affect the consent validity 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatesetoff. Notwithstanding the foregoing, each of Agents and Lenders agree Each Lender agrees with each other Lender a party hereto that it shall notif such Lender receives and retains any payment, without the express consent whether by setoff or application of deposit balances or otherwise, on any of the Required LendersLoans in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, then such Lender or any Affiliate of any of themshall purchase for cash at face value, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent recourse, ratably from each of the Required other Lenders such amount of the Loans, or participations therein, held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5but without interest.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available under Applicable Law, each (a) The Administrative Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an and from time to time, upon the occurrence and during the continuance of any Event of Default existsDefault, without prior notice to Borrowers or any other Person (any such notice being hereby expressly waived)the Company, to the fullest extent permitted by law, to set off and to appropriate and apply any and all depositsbalances, credits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured time or unmatured (but not including trust accountsdemand, tax accountsprovisional or final), employee benefit accounts or payroll accounts)) and any other Debt monies at any time held or and other indebtedness at any time owing by such Lender the Administrative Agent or any Lender at any of their Affiliates its branches or affiliates to or for the credit or the account of any Borrower against and on account of the Obligations Company against any and all of Borrowers arising the amounts owing by the Company under this Agreement or the Credit Operative Documents to such Agentwhich it is a party, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such the Administrative Agent or such any Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request hereunder or with the consent thereunder. The rights of the Required LendersAdministrative Agent and each Lender under this Section 9.03 are in addition to, shall have declared the principal of and interest on the Loans do not derogate from or impair, other rights and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or remedies (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall notincluding, without the express consent limitation, other rights of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of setoff) which any of themthem may have. (b) Each Lender agrees that if it shall, but no Borrower shall have by exercising any claim or cause of action against any 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 hereunderor counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Tranche A Note or Tranche B Note held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of its principal and interest due with respect to any Tranche A Note or Tranche B Note, respectively, held by such party other Lender, the Lender receiving such proportionately greater payment shall purchase participations in the Tranche A Notes or Tranche B Notes, as the case may be, held by the other Lenders and such other adjustments shall be obligated made as may be required so that all such payments with respect to share the principal and interest with respect to the Notes held by the Lenders shall be shared by the Lenders pro rata. The Company agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaims and other collection rights with respect to such setoff participation as fully as if such holder of a participation were a direct creditor of the Company in the manner and to the extent required by Section 13.5amount of such participation.

Setoff. In addition to any Liens granted under any Regardless of the Credit Documents adequacy of any collateral, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors, if any, and any rights now securities or hereafter available under Applicable Lawother property of the Borrower or the Guarantors, each Agent and each if any, in the possession of such Lender (and, each of their respective Affiliatesor such Lender’s Affiliate) is hereby authorized by Borrowers at any time that an Event of Default existsmay, without notice to Borrowers the Borrower or any other Person Guarantor, if any, (any such notice being hereby expressly waived)waived by the Borrower and the Guarantors, if any) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and to appropriate and apply any and all depositsother liabilities, general direct, or special (including Debt evidenced indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors , if any, to such Lender, Agent will promptly provide Borrower with notice of any such set off of which Agent has received written notice. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, if any, whether by certificates voluntary payment, exercise of deposit whether matured the right of setoff, or unmatured (but not including trust accountsotherwise, tax accounts, employee benefit and shall retain and apply to the payment of the Note or payroll accounts)) and any other Debt at any time Notes held or owing by such Lender or (but excluding any Swing Loan Notes) any amount in excess of their Affiliates to or for the credit or the account of any Borrower against and on account its ratable portion of the Obligations payments received by all of Borrowers arising under the Credit Documents Lenders with respect to such Agentthe Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or excess payment is thereafter recovered from such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such AgentLender, such Lender or any Affiliate of any of them, but no Borrower disposition and arrangements shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded 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 amount restored to the extent required of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by Section 13.5such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. In addition The Borrower hereby grants to the Lender a continuing right of setoff as security for all liabilities and obligations to the Lender, whether now existing or hereafter arising, upon and against all deposits in accounts (“Operating Accounts”) now or hereafter in the possession, custody, safekeeping or control of the Lender or its Affiliate and their successors and assigns or in transit to any Liens granted under of them other than the accounts listed on Schedule 15.1 hereto. Regardless of the adequacy of any collateral, if any of the Credit Documents Obligations are due and payable and have not been paid or any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default existsshall have occurred, without notice any deposits in Operating Accounts or other sums credited by or due from the Lender to Borrowers the Borrower with respect to the Operating Accounts may be applied to or any other Person (any such notice being hereby expressly waived), to set off by the Lender against the payment of Obligations and to appropriate and apply any and all depositsother liabilities, general direct, or special (including Debt evidenced by certificates of deposit whether matured indirect, absolute or unmatured (but not including trust accountscontingent, tax accountsdue or to become due, employee benefit now existing or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account hereafter arising, of the Obligations Borrower to the Lender. 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 OPERATING ACCOUNTS OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Lender waives any right of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of setoff that it has in law or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder equity against any accounts of any the Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and Borrower’s Subsidiaries other than the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Operating Accounts.

Setoff. In addition to any Liens granted under any If an Event of the Credit Documents Default shall have occurred and any rights now or hereafter available under Applicable Lawbe continuing, each Agent Lender, the Issuing Lender and each Lender (and, each of their respective Affiliates) Affiliates is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accountsprovisional or final, employee benefit or payroll accounts)in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any of their Affiliates such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and on account all of the Obligations obligations of Borrowers arising such Borrower or such Loan Party now or hereafter existing under the this Credit Documents Agreement or any other Loan Document to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Issuing Lender, irrespective of whether or not (i) such Agent Lender or such the Issuing Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations 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 and even though such Obligations Borrower or such Loan Party may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each are owed to a branch or office of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrowers and the Applicable Agent promptly after any Affiliate of any of themsuch setoff and application, but no Borrower provided that the failure to give such notice shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. Any amounts set off pursuant to this §15 shall not be impaired distributed ratably in accordance with §32 among all of the Lenders by the absence of Lender setting off such consentamount. If any party (or its Affiliate) exercises Lender fails to share such setoff ratably, the Applicable Agent shall have the right to withhold such Lender’s share of setoff provided for hereunderany Borrower’s payments until each of the Lenders shall have, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5aggregate, received a pro rata repayment.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted ------ under Applicable Lawapplicable law and not by way of limitation of any such rights, each upon the occurrence of, and throughout the continuance of, any Default or Event of Default, the Agent and each Lender (and, of the Lenders and each subsequent holder of their respective Affiliates) any of the Notes is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower, to any Subsidiary of the Borrower or to any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such Lender the Agent or any of their Affiliates the Lenders or that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations obligations and liabilities of Borrowers arising the Borrower to the Agent or the Lenders or that subsequent holder under the Credit Documents to such AgentDocuments, such Lender or any of their Affiliatesincluding, including all Loans and L/C Obligations and but not limited to, all claims of any nature or description arising out of or in connection connected with this Agreementthe Credit Documents, irrespective of whether or not (i) such the Agent or such Lender any of the Lenders or that subsequent holder shall have made any demand hereunder, hereunder or (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and or the interest on the Loans Loans, the Notes and other amounts due hereunder to be shall have become due and payable as permitted by this Agreement hereunder and even though such Obligations although said obligations and liabilities, or any of them, may be contingent or unmatured unmatured. The Agent and the Lenders agree, if there shall be any other Lenders pursuant to Section 10.10(b), that if a Lender receives and retains any payment, whether by setoff or (iii) application of deposit balances or otherwise, on any of the Collateral Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, then such Lender shall purchase for the Obligations is adequate. Notwithstanding the foregoingcash at face value, but without recourse, ratably from each of Agents and the other Lenders agree with each other that it shall not, without the express consent such amount of the Required LendersLoans or L/C Obligations, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agentparticipations therein, held by such Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any Affiliate of such purchase is made by any of themLender, but no Borrower and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and with interest pro rata, to the extent the purchasing Lender is required by Section 13.5to pay interest on the amount restored.

Setoff. In addition to any Liens granted under any of the Credit Documents If a Default shall have occurred and any rights now or hereafter available under Applicable Lawbe continuing, each Agent Lender, each LC Issuer, and each Lender (and, each of their itstheir respective Affiliates) Affiliates is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by law, to set off and to appropriate offsetoff and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accountsprovisional or final) at any timestime held, employee benefit or payroll accounts)) and any other Debt obligations at any time held or owing owing, by such Lender Lender, such LC Issuer or any of their Affiliates such Affiliate, to or for the credit or the account of any the Borrower against any of and on account all of the Obligations obligations of Borrowers arising the Borrower now or hereafter existing under the Credit Documents this Agreement held byor any other Loan Document to such Agent, such Lender or any of Affiliatesuch LC Issuer or their respective Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent Lender, LC Issuer or such Lender Affiliate shall have made any demand hereunder, (ii) Administrative Agent, at the request under this Agreement or with the consent any other Loan Document and although such obligations 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 and even though such Obligations Borrower may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each are owed to a branch office or Affiliate of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or such LC Issuer different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Affiliate Defaulting Lender shall exercise any such right of any setoff, (x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of themSection 2.22 and, but no Borrower pending such payment, shall have any claim or cause of action against any Agent or any be segregated by such Defaulting Lender from its other funds and deemed held in trust for any setoff made without the consent benefit of the Required Lenders Administrative Agent, the LC Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuer and their respective Affiliates under this Section 11.1 are in addition to other rights and remedies (including other rights of setoff) whichthat such Lender, such LC Issuer or their respective Affiliates may have. Each Lender and LC Issuer 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 any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers Borrower at any time that an Event of Default exists, without notice to Borrowers Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers Borrower arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding Notwith standing the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any no claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SECTION 12.5.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender (andLender, each of their respective Affiliates) Issuing Bank and any Lender Affiliate is hereby authorized by Borrowers Parent and each Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates Lender Affiliate to or for the credit or the account of any Parent or such Borrower against and on account of the Obligations of the Borrowers arising under the Credit Documents to such AgentLender, such Lender Issuing Bank or any of their AffiliatesLender Affiliate, including including, but not limited to, all Loans and L/C Obligations Letters of Credit and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent Lender or such Lender Issuing Bank shall have made any demand hereunder, hereunder or (ii) Administrative the Agent, at the request or with the consent of the Required Requisite 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 Article XII and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, Each Lender and each of Agents and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower or Guarantor now or hereafter maintained with such AgentLender, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent Issuing Bank or any Lender for any setoff made without the consent Affiliate or either of the Required Lenders and the validity of them. Any Lender whose Lender Affiliate has exercised 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 set-off agrees to share any such setoff in provide the manner Agent and to TIMCO with written notice thereof promptly after the extent required by Section 13.5occurrence thereof.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event or from time to time subject to the consent of Default existsthe Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to Borrowers the Borrower or any other Person (other than the Administrative Agent), any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agentprovided that any failure of such Lender to give such notice to the Borrower shall not affect the validity of such setoff. Each Lender agrees with each other Lender a party hereto that if such Lender receives and retains any payment, at the request whether by setoff or with the consent application of deposit balances or otherwise, in respect of the Required LendersLoans in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, then such Lender shall have declared purchase for cash at face value, but without recourse, ratably from each of the principal other Lenders such amount of and interest on the Loans and participations therein held by each such other amounts due hereunder Lender as shall be necessary to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or any Affiliate part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of any of themsuch excess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower and each Guarantor at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower, the Guarantor or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any of the Borrower or any Guarantor, whether or not matured, against and on account of the Obligations obligations and liabilities of Borrowers arising any of the Borrower or any Guarantor to that Lender or that subsequent holder under the Credit Documents to such AgentDocuments, such Lender or any of their Affiliatesincluding, including all Loans and L/C Obligations and but not limited to, all claims of any nature or description arising out of or in connection connected with this Agreement, the Credit Documents irrespective of whether or not (ia) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder, or (iib) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and or the interest on the Loans and Loans, the L/C Obligations or any other amounts due hereunder to be shall have become due and payable as permitted by this Agreement and even though such Obligations although said obligations and liabilities, or any of them, may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, each of Agents and Lenders agree Each Lender agrees with each other Lender a party hereto that it shall notif such Lender receives and retains any payment, without the express consent whether by setoff or application of deposit balances or otherwise, on any of the Required LendersLoans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, then such Lender or any Affiliate of any of themshall purchase for cash at face value, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent recourse, ratably from each of the Required other Lenders such amount of the Loans or L/C Obligations, or participations therein, held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5but without interest.

Setoff. In addition to any Liens granted under any of the Credit DIP Financing Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers Borrower at any time that an Event of Default exists, without notice notice, except as required by the Financing Orders, to Borrowers Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers Borrower arising under the Credit DIP Financing Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Revolver Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any no claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SECTION 12.5.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that If an Event of Default existsshall have occurred and be continuing, without notice each Bank and each of its affiliates is hereby authorized at any time and from time to Borrowers or any other Person (any such notice being hereby expressly waived)time, to the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accountsprovisional or final, employee benefit or payroll accounts)in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender Bank or any of their Affiliates such affiliate to or for the credit or the account of Borrower or any Borrower other Loan Party against any and on account all of the Obligations obligations of Borrowers arising Borrower or such Loan Party now or hereafter existing under the Credit Documents this Agreement or any other Loan Document to such Agent, such Lender Bank or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementsuch affiliate, irrespective of whether or not (i) such Agent or such Lender Bank shall have made any demand hereunder, (ii) Administrative 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 under this Agreement or any other Loan Document and even though although such Obligations obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Bank and their respective affiliates under this Section are in addition to other rights and remedies (iiiincluding other rights of setoff) that such Bank or its respective affiliates may have. Each Bank agrees to notify Borrower and Agent promptly after any such setoff and application, provided that the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consentand application. If any party (or its Affiliate) exercises the right of setoff provided for hereunderANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. In Subject to Section 3.3. and in addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable LawLaw and not by way of limitation of any such rights, each Agent Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Lender (andParticipant, each of their respective Affiliates) is hereby authorized by Borrowers at any time that or from time to time while an Event of Default exists, without notice to Borrowers any Borrower or to any other Person (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, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)unmatured) and any other Debt indebtedness at any time held or owing by the Administrative Agent, such Lender Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or any of their Affiliates such Lender, or such Participant, to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Obligations, irrespective of whether or not (i) such Agent any or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent all of the Required Lenders, shall have declared the principal of and interest on the Loans and all other amounts due hereunder Obligations have been declared to be be, or have otherwise become, due and payable as permitted by this Agreement Section 10.2., and even though although such Obligations may shall be contingent or unmatured or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent benefit of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Administrative Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of Issuing Banks and the Required Lenders and (y) such Defaulting Lender shall provide promptly to the validity of any Administrative Agent a statement describing in reasonable detail the Obligations owing to such setoff shall not be impaired by the absence of Defaulting Lender as to which it exercised such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.

Setoff. In If one or more Events of Default as defined herein shall occur and be continuing, any Lender which is owed any obligation hereunder (“Depositary”) shall have the right, in addition to any Liens granted under any of the Credit Documents all other rights and any rights now or hereafter remedies available under Applicable Lawto it, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized authorized, to the extent permitted by Borrowers applicable law, at any time that an Event of Default existsand from time to time, without notice to Borrowers or any other Person the Company (any such notice being hereby expressly waivedwaived by the Company), to set off and to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accounts, employee benefit provisional or payroll accounts)final) and any other Debt at any time held and other indebtedness (whether or not then due and payable) at any time owing by such Lender or any of their Affiliates the Depositary to or for the credit or the account of the Company, against any Borrower against and on account all of the Obligations obligations of Borrowers arising the Company now or hereafter existing under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender the Depositary shall have made any demand hereunderfor satisfaction of such obligations and although such obligations may be unmatured. Each Depositary agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Depositary under this Section 13.03 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Depositary may have hereunder or under any applicable law. Each Depositary agrees that (i) if it shall exercise any such right of banker’s lien, setoff, counterclaim or similar right pursuant hereto, it will apply the proceeds thereof first to the payment of Revolving Credit Loans and LC Disbursements outstanding hereunder and thereafter to the payment of Discretionary Loans which may be owing to it and (ii) Administrative Agentif it shall through the exercise of a right of banker’s lien, at the request setoff, counterclaim or with the consent otherwise obtain payment of a proportion of the Required Lenders, shall have declared the principal of and interest on the Revolving Credit Loans and participations in LC Disbursements held by it in excess of the proportion of the Revolving Credit Loans and participations in LC Disbursements of each of the other amounts due Depositaries being paid simultaneously, it shall be deemed to have simultaneously purchased from each other Depositary a participation in the Revolving Credit Loans and participations in LC Disbursements owed to such other Depositaries so that the amount of unpaid Revolving Credit Loans and participations therein and participations in LC Disbursements held by all Depositaries shall be proportionate to the original principal amount of the Revolving Credit Loans and participations in LC Disbursements held by them; and in each case it shall promptly remit to each such Depositary the amount of the participation thus deemed to have been purchased. The Company expressly consents to the foregoing arrangements, and in furtherance thereof, agrees that at such time as an Event of Default hereunder has occurred, the Administrative Agent shall provide to each Lender a schedule setting forth the Commitment of each Lender hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) permit each Lender to correctly determine the Collateral for portion which its Commitment hereunder bears to the Obligations is adequateaggregate of all Commitments hereunder. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender If all or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity portion of any such setoff shall not be impaired by excess payment is thereafter recovered from the absence of such consent. If any party (or its Affiliate) exercises Depositary which received the right of setoff same, the purchase provided for hereunder, such party herein shall be obligated deemed to share any such setoff in the manner and have been rescinded to the extent required by Section 13.5of such recovery, without interest.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender (andLender, each Issuing Bank and any Affiliate of their respective Affiliates) any Lender or Issuing Bank is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any the Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents Borrower to such AgentLender, such Lender Issuing Bank or any of their Affiliates, including including, but not limited to, all Loans and L/C Obligations Letters of Credit and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent Lender or such Lender Issuing Bank shall have made any demand hereunder, hereunder or (ii) the Administrative Agent, at the request or with the consent of the Required Requisite 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 Article XII and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, Each Lender and each of Agents and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower, any Borrower of its Subsidiaries, or a Guarantor now or hereafter maintained with such AgentLender, such Lender Issuing Bank or any Affiliate of any of them, but no Borrower shall have any claim such Lender or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Issuing Bank.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Revolving Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including special, including, but not limited to, Debt evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agent, at PROVIDED THAT any failure of such Lender to give such notice to the request or with Borrower shall not affect the consent validity 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatesetoff. Notwithstanding the foregoing, each of Agents and Lenders agree Each Lender agrees with each other Lender a party hereto that it shall notif such Lender receives and retains any payment, without the express consent whether by setoff or application of deposit balances or otherwise, on any of the Required LendersLoans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, then such Lender or any Affiliate of any of themshall purchase for cash at face value, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent recourse, ratably from each of the Required other Lenders such amount of the Loans or L/C Obligations, or participations therein, held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; PROVIDED, HOWEVER, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5but without interest.

Setoff. In Subject to Section 3.3. and in addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable LawLaw and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Agent Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Lender (andParticipant, each of their respective Affiliates) is hereby authorized by Borrowers at any time that or from time to time while an Event of Default exists, without notice to Borrowers the Borrower or to any other Person (Person, any such notice being hereby expressly waived), but in the case of any Issuing Bank, a Lender, an Affiliate of any Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust excluding any payroll accounts, any tax withholding and fiduciary accounts, employee and any accounts holding funds in escrow for the benefit or payroll accounts)of third parties) and any other Debt indebtedness at any time held or owing by the Administrative Agent, such Lender Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or any of their Affiliates such Lender, or such Participant, to or for the credit or the account of any the Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Obligations, irrespective of whether or not (i) such Agent any or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent all of the Required Lenders, shall have declared the principal of and interest on the Loans and all other amounts due hereunder Obligations have been declared to be be, or have otherwise become, due and payable as permitted by this Agreement Section 11.2., and even though although such Obligations may shall be contingent or unmatured or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent benefit of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Administrative Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of Issuing Banks and the Required Lenders and (y) such Defaulting Lender shall provide promptly to the validity of any Administrative Agent a statement describing in reasonable detail the Obligations owing to such setoff shall not be impaired by the absence of Defaulting Lender as to which it exercised such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers Borrower at any time that an Event of Default exists, without notice to Borrowers Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers Borrower arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any no claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SECTION 12.5.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by the Borrowers at any time that an Event of Default existsor from time to time, without prior notice to Borrowers such Borrower or any other Person (Person, any such prior notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower such Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising such Borrower to such Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder. Each Lender shall promptly give notice to the Company and the Administrative Agent of any action taken by it under this Section 10.6, provided that any failure of such Lender to give such notice to the Company or the Administrative Agent shall not affect the validity of such setoff. Each Lender agrees with each other Lender a party hereto that if such Lender receives and retains any payment, whether by setoff or application of deposit balances or otherwise, in respect of the Loans in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans and participations therein held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest; provided further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 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 (ii) the Defaulting Lender shall provide promptly to the Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for Agent a statement describing in reasonable detail the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that owing to such Defaulting Lender as to which it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with exercised such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable LawLaw and not by way of limitation of any such rights, during the continuance of any Event of Default, each Agent Lender, any participant with such Lender in the Loans and each Affiliate of each Lender (and, each of their respective Affiliates) is are hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or to any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)unmatured) and any other Debt indebtedness at any time held or owing by such any Lender or any Affiliate of their Affiliates any Lender or any participant to or for the credit or the account of any the Borrower against and on account of the Secured Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender irrespective or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not not (ia) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request under this Agreement or with the consent any of the Required LendersLoan Documents, or (b) the Agent or such Lender shall have declared any or all of the principal of and interest on the Loans and other amounts due hereunder Secured Obligations to be due and payable as permitted by this Agreement Section 13.2 and even though although such Secured Obligations may shall be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, (i) each of Agents and Lenders agree with each Lender (other than NationsBank) agrees that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender or any Affiliate of such Lender and (ii) the Agent and the Lenders agree that the Agent or any Lender shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its respective setoff rights hereunder against any accounts of Borrower now or hereafter maintained with the Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.516.24.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and Issuing Bank and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower and each other Loan Party at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Loan Party or other Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of the Borrower or any Borrower other Loan Party, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower or any other Loan Party to that Lender or Issuing Bank or that subsequent holder under the Credit Documents Documents, irrespective of whether or not that Lender or Issuing Bank or that subsequent holder shall have made any demand hereunder. Each Lender or Issuing Bank shall promptly give notice to such Agentthe Borrower of any action taken by it under this Section 10.6, provided that any failure of such Lender or Issuing Bank to give such notice to the Borrower shall not affect the validity of such setoff. Each Lender and Issuing Bank agrees with each other Lender and Issuing Bank a party hereto that if such Lender or Issuing Bank receives and retains any payment, whether by setoff or application of their Affiliatesdeposit balances or otherwise, including in respect of the Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders and Issuing Banks hereunder, then such Lender or Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) participations therein held by each such Agent or such other Lender as shall have made any demand hereunder, (ii) Administrative 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 be necessary to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, cause such Lender or Issuing Bank to share such excess payment ratably with all the other Lenders; provided, however, that if any Affiliate such purchase is made by any Lender or Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender or Issuing Bank, the related purchases from the other Lenders or Issuing Banks shall be rescinded ratably and the purchase price restored as to the portion of any of themsuch excess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers Borrower at any time that an Event of Default exists, without notice to Borrowers Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers Borrower arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any no claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender (andLender, each of their respective Affiliates) Issuing Bank and any Lender Affiliate is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates Lender Affiliate to or for the credit or the account of any the Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents Borrower to such AgentLender, such Lender Issuing Bank or any of their AffiliatesLender Affiliate, including including, but not limited to, all Loans and L/C Obligations Letters of Credit and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent Lender or such Lender Issuing Bank shall have made any demand hereunder, hereunder or (ii) Administrative the Agent, at the request or with the consent of the Required Requisite 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 ARTICLE XII and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, Each Lender and each of Agents and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower or any Borrower Guarantor now or hereafter maintained with such AgentLender, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent Issuing Bank or any Lender for any setoff made without the consent Affiliate of the Required Lenders and the validity either of them. Any Lender whose Lender Affiliate has exercised 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 set-off agrees to share any such setoff in provide the manner Agent and to Borrower with written notice thereof promptly after the extent required by Section 13.5occurrence thereof.

Setoff. In addition to any Liens granted under any of the Credit Documents to, and without limitation of, any rights now of Administrative Lender and Lenders under applicable law, if Company becomes insolvent, however evidenced, or hereafter available under Applicable Law, each Agent and each Lender (and, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default existsoccurs and is continuing, any indebtedness from Administrative Lender or Lenders to Company (including, without notice to Borrowers or any other Person (any such notice being hereby expressly waived)limitation, to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates funds of Company on deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such with Administrative Lender or any Lenders which have not yet been collected or which are not yet available in accordance with Administrative Lender's or Lenders' availability schedules from time to time in effect) may be offset and applied toward the payment of their Affiliates to or the Obligations, for the credit or the account ratable benefit of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of Lenders whether or not (i) such Agent the Obligations, or such Lender any part hereof, shall then be due. =============================================================================== THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. =============================================================================== IN WITNESS WHEREOF, the undersigned have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent executed this Security Agreement as of the Required Lendersdate first above written. By: Its: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, shall ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ General Communication, Inc. - Form 8-K Page 145 EXHIBIT D COMPLIANCE CERTIFICATE To: The Banks parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit Agreement (as amended, restated, or otherwise modified from time to time, the "Agreement") dated as of April 26, 1996 among GCI Communication Corp. (the "Company"), the banks party thereto and NationsBank of Texas, N.A. as Administrative Agent for the Banks. Unless otherwise defined herein, the terms used in this Compliance Certificate have declared the principal meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected of the Company; 2. I have reviewed the terms of the Agreement and interest on the Loans and other amounts due hereunder I have made, or have caused to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoingmade under my supervision, each of Agents and Lenders agree with each other that it shall not, without the express consent a detailed review of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent transactions and conditions of the Required Lenders Parent, the Company and the validity of any such setoff shall not be impaired Subsidiaries during the accounting period covered by the absence attached financial statements, dated as of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.;

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender (andLender, each of their respective Affiliates) Issuing Bank and any Lender Affiliate is hereby authorized by Borrowers Parent and each Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates Lender Affiliate to or for the credit or the account of any Parent or such Borrower against and on account of the Obligations of the Borrowers arising under the Credit Documents to such AgentLender, such Lender Issuing Bank or any of their AffiliatesLender Affiliate, including including, but not limited to, all Loans and L/C Obligations Letters of Credit and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent Lender or such Lender Issuing Bank shall have made any demand hereunder, hereunder or (ii) Administrative the Agent, at the request or with the consent of the Required Requisite 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 Article XII and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, Each Lender and each of Agents and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Borrower or Guarantor now or hereafter maintained with such AgentLender, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent Issuing Bank or any Lender for any setoff made without the consent Affiliate or either of the Required Lenders and the validity of them. Any Lender whose Lender Affiliate has exercised 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 set-off agrees to share any such setoff in provide the manner Agent and to Distribution with written notice thereof promptly after the extent required by Section 13.5occurrence thereof.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted ------ under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agentprovided that any failure of such Lender to give such notice to the Borrower shall not affect the validity of such setoff. Each Lender agrees with each other Lender a party hereto that if such Lender receives and retains any payment, at the request whether by setoff or with the consent application of deposit balances or otherwise, in respect of the Required LendersLoans in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, then such Lender shall have declared purchase for cash at face value, but without recourse, ratably from each of the principal other Lenders such amount of and interest on the Loans and participations therein held by each such other amounts due hereunder Lender as shall be necessary to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or any Affiliate part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of any of themsuch excess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition to any Liens granted under any rights and remedies of the Credit Documents and any rights now or hereafter available under Applicable Lenders provided by Law, each Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and, each of their respective Affiliates) and its Affiliates is hereby authorized by Borrowers at any time that an Event of Default existsand from time to time, without prior notice to Borrowers the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)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 to appropriate and apply any and all deposits, deposits (general or special (including Debt evidenced by certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, tax accounts, employee benefit provisional or payroll accounts)final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Borrower against and on account of the all Obligations of Borrowers arising under the Credit Documents owing to such AgentLender and its Affiliates hereunder or under any other Loan Document, such Lender now or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Administrative 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 under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) unmatured. Each Lender agrees promptly to notify the Collateral for Borrower and the Obligations is adequate. Notwithstanding Administrative Agent after any such set off and application made by such Lender; PROVIDED, that the foregoing, each of Agents and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of 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 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 be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower's obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and Issuing Bank and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including Debt special, including, but not limited to, Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt Indebtedness at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or Issuing Bank or that subsequent holder under the Credit Documents Documents, irrespective of whether or not that Lender or Issuing Bank or that subsequent holder shall have made any demand hereunder. Each Lender or Issuing Bank shall promptly give notice to such Agentthe Borrower of any action taken by it under this Section 10.6, provided that any failure of such Lender or Issuing Bank to give such notice to the Borrower shall not affect the validity of such setoff. Each Lender and Issuing Bank agrees with each other Lender and Issuing Bank a party hereto that if such Lender or Issuing Bank receives and retains any payment, whether by setoff or application of their Affiliatesdeposit balances or otherwise, including in respect of the Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders and Issuing Bank hereunder, then such Lender or Issuing Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) participations therein held by each such Agent or such other Lender as shall have made any demand hereunder, (ii) Administrative 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 be necessary to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, cause such Lender or Issuing Bank to share such excess payment ratably with all the other Lenders; provided, however, that if any Affiliate such purchase is made by any Lender or Issuing Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender or Issuing Bank, the related purchases from the other Lenders or Issuing Bank shall be rescinded ratably and the purchase price restored as to the portion of any of themsuch excess payment so recovered, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5interest.

Setoff. In addition to all other rights and remedies that Buyer Indemnitees and Seller Indemnitees (each, an “Indemnitee”) may have, the Indemnitee (but with respect to the Buyer Indemnitees, only if the Escrow Amount is unavailable to satisfy indemnification claims made hereunder) shall have the right to setoff, against any Liens granted amounts due to the Indemnitor, whether due under this Agreement, any of the Credit Documents and other Contracts contemplated by this Agreement or otherwise, any sums for which the Indemnitee is entitled to indemnification under this Section 11. The Indemnitee’s rights now to indemnification under this Section 11 shall not be in any manner limited by or hereafter available under Applicable Lawto this right of setoff. If any Indemnification Matters are pending at a time when the Indemnitee is required to pay any amount due to the Indemnitor, each Agent and each Lender (andthen the Indemnitee shall have the right, each of their respective Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without upon notice to Borrowers or any other Person (any such notice being hereby expressly waived)the Indemnitor, to set off withhold from such payment, until final determination of such pending Indemnification Matters, the total amount for which the Indemnitor may become liable as a result thereof, as determined by the Indemnitee reasonably and in good faith. Notwithstanding anything to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or contrary in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender no Buyer Indemnitee shall have made the right to setoff, against any demand hereunder, (ii) Administrative Agent, at the request or with the consent amount due either of the Required Lenders, shall have declared the principal of and interest Shareholders under their respective employment agreements to be entered into with Buyer on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral Closing Date, any sums for the Obligations is adequate. Notwithstanding the foregoing, each of Agents and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of which 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 Buyer Indemnitee is entitled to share any such setoff in the manner and to the extent required by Section 13.5indemnification under this Agreement.

Setoff. In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default, each Agent Lender and each Lender (and, each subsequent holder of their respective Affiliates) any Note is hereby authorized by Borrowers the Borrower at any time that an Event of Default existsor from time to time, without notice to Borrowers the Borrower or any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including special, including, but not limited to, Debt evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accounts, tax accounts, employee benefit or payroll accounts)and in whatever currency denominated) and any other Debt at any time held or owing by such that Lender or any of their Affiliates that subsequent holder to or for the credit or the account of any Borrower the Borrower, whether or not matured, against and on account of the Obligations due and unpaid obligations and liabilities of Borrowers arising the Borrower to that Lender or that subsequent holder under the Credit Documents to such Agent, such Lender or any of their Affiliates, including all Loans and L/C Obligations and all claims of any nature or description arising out of or in connection with this AgreementDocuments, irrespective of whether or not (i) such Agent that Lender or such Lender that subsequent holder shall have made any demand hereunder. Each Lender shall promptly give notice to the Borrower of any action taken by it under this Section 10.6, (ii) Administrative Agent, at PROVIDED THAT any failure of such Lender to give such notice to the request or with Borrower shall not affect the consent validity 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 and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatesetoff. Notwithstanding the foregoing, each of Agents and Lenders agree Each Lender agrees with each other Lender a party hereto that it shall notif such Lender receives and retains any payment, without the express consent whether by setoff or application of deposit balances or otherwise, on any of the Required LendersLoans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the Lenders hereunder, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, then such Lender or any Affiliate of any of themshall purchase for cash at face value, but no Borrower shall have any claim or cause of action against any Agent or any Lender for any setoff made without the consent recourse, ratably from each of the Required other Lenders such amount of the Loans or L/C Obligations, or participations therein, held by each such other Lender as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; PROVIDED, HOWEVER, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the validity of any such setoff shall not be impaired by purchase price restored as to the absence portion of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderexcess payment so recovered, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5but without interest.

Setoff. In addition to any Liens granted under any of the Credit Loan Documents and any rights now or hereafter available under Applicable Law, each Agent and each Lender (and, and each of their respective Affiliates) is hereby authorized by Borrowers Borrower at any time that an Event of Default exists, without notice to Borrowers Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Borrower against and on account of the Obligations of Borrowers Borrower arising under the Credit Loan Documents to such Agent, such Lender or any of their Affiliates, including all Revolver Loans and L/C Obligations LC Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Revolver Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agents Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any no claim or cause of action against any Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.