Common use of Setoff Clause in Contracts

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall exercise have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff12.5.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any each Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.210.2., and although such Obligations shall be contingent or unmatured. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any the Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an the Issuing Bank, a Lender, an Affiliate of an 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such the Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such the Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. , and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks Bank and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative AgentLaw, each Issuing BankAgent and each Lender (and, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts, tax accounts, employee benefit or payroll accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Credit Documents to such Agent, such Lender or any of the Obligationstheir 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 all with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything 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 contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff13.5.

Setoff. Subject to Section 3.3. 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Each 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 Participant, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately grants to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit each of the Administrative AgentLenders a continuing lien, the Issuing Banks security interest and the Lenders right of set-off as security for all liabilities and (y) such Defaulting Lender shall provide promptly obligations to the Administrative Agent a statement describing and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in reasonable detail the possession, custody, safekeeping or control of the Administrative Agent or such Lender or any Lender Affiliate and their successors and assigns or in transit to any of them. Regardless of the adequacy of any collateral, if any of the Obligations owing are due and payable and have not been paid or any Event of Default shall have occurred, any deposits or other sums credited by or due from any of the Lenders to such Defaulting Borrower and any securities or other property of such Borrower in the possession of such Lender as may be applied to which it exercised or set off by such right Lender against the payment of setoffObligations of such Borrower and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of such Borrower to such Lender. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWERS ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. Subject to Section 3.3. and in addition to In the event that any rights obligation of any Guarantor now or hereafter granted existing under Applicable Law this Agreement or any other Loan Document shall have become due and not by way payable, after an Event of limitation Default under the Loan Documents has occurred, each Lender shall have the right from time to time, without notice to such Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of each Lender to the Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by such rightsGuarantor 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 (it being agreed that each Lender may deem such obligation to be then due and payable at the Borrower hereby authorizes the Administrative Agenttime of such setoff), each Issuing Bank, each Lender, each Affiliate regardless of the Administrative Agentoffices or branches through which the parties are acting with respect to the offset obligations, regardless of whether the offset obligations are denominated in the same or different currencies and regardless of the existence or adequacy of any Issuing Bank 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 each Participant, at any time while an Event holder of Default exists, without notice to the Borrower or to a participation in any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account Guaranteed Obligations of any Guarantor under this Agreement, shall have the same rights of the Obligations, irrespective setoff as each Lender as provided in this Section 5.8 (regardless of whether such affiliate or not any or all participant otherwise would be deemed a creditor of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2such Guarantor)., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in In addition to any rights now of setoff or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank other similar rights that Buyer may have at common law or any Lenderotherwise, and each Participant, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding notwithstanding anything to the contrary herein, Buyer shall have the right, at its sole election, to withhold and deduct from any Earnout Payments that would be otherwise payable hereunder any sum that (i) is owed to Buyer or any Buyer Indemnitee Party under this Article VII or (ii) Buyer reasonably and in good faith believes may be owed to it or any Buyer Indemnitee under this Section, if any Defaulting Lender Article VII. Buyer shall exercise any such the foregoing right of setoff by delivering a written notice to Seller that shall contain the following: (1) the basis for why the Buyer believes it is entitled to setoff, (x2) all amounts so the alleged amount owed (the “Setoff Amount”) along with a calculation showing the basis for such Setoff Amount, and (3) reasonable documentation supporting the Setoff Amount. For clarity, Buyer shall not be entitled to setoff under the terms hereof unless such Setoff Amount is in excess of the threshold set off forth in Section 7.06(b). If the amount relating to claims for indemnification made by Buyer that is setoff against an Earnout Payment is finally determined, and no longer subject to appeal, not to be owed to Buyer or the Buyer Indemnitee pursuant to the terms hereof or is less than the Setoff Amount, such excess Setoff Amount plus interest in the amount of twelve percent (12%) per annum accruing from the date such amount should have been paid to Seller by Buyer shall be paid over immediately promptly funded, and in any event within twenty (20) business days, by Buyer to Seller along with Seller’s actual attorneys’ fees and costs arising out of or resulting from such offset if it is determined that the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffoffset amount was not owed entirely.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the The Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately grants to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit each of the Administrative AgentLenders a continuing lien, the Issuing Banks security interest and the Lenders right of set-off as security for all liabilities and (y) such Defaulting Lender shall provide promptly obligations to the Administrative Agent a statement describing and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in reasonable detail the possession, custody, safekeeping or control of the Administrative Agent or such Lender or any Lender Affiliate and their successors and assigns or in transit to any of them. Regardless of the adequacy of any collateral, if any of the Obligations owing are due and payable and have not been paid or any Event of Default shall have occurred, any deposits or other sums credited by or due from any of the Lenders to the Borrower and any securities or other property of the Borrower in the possession of such Lender may be applied to or set off by such Lender against the payment of Obligations of the Borrower and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Defaulting Lender as to which it exercised such right of setoffLender. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Each Borrower hereby authorizes grants to the Administrative Agent, each Issuing Bankof the Lenders and each Lender Affiliate, a right of setoff as security for all of its liabilities and obligations to the Administrative Agent and each Lender, each Affiliate whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Administrative Agent, any Issuing Bank Agent or such Lender or any LenderLender Affiliate and their successors and assigns or in transit to any of them. Regardless of the adequacy of any collateral, (i) if any of the Obligations are due and each Participant, at payable and have not been paid or any time while an Event of Default exists, without notice to the Borrower or to any other Personshall have occurred, any such notice being hereby expressly waived, but deposits or other sums credited by or due from any of the Lenders or any Lender Affiliate to BGI and any securities or other property of BGI in the case possession of an Issuing Bank, a Lender, an such Lender or any Lender Affiliate of an Issuing Bank may be applied to 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 by such Lender against the payment of Obligations and to appropriate and to apply any and all deposits (general other liabilities, direct, or specialindirect, includingabsolute or contingent, but not limited todue or to become due, indebtedness evidenced by certificates now existing or hereafter arising, of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, BGI to such Lender, (ii) if any Affiliate of the Administrative Agent▇▇▇▇▇▇ Germany Obligations are due and payable and have not been paid or any Event of Default shall have occurred, any deposits or other sums credited by or due from any of the Lenders or any Lender Affiliate to ▇▇▇▇▇▇ Germany and any securities or other property of ▇▇▇▇▇▇ Germany in the possession of such Issuing Bank Lender or any Lender Affiliate may be applied to or set off by such Lender against the payment of the ▇▇▇▇▇▇ Germany Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of ▇▇▇▇▇▇ Germany to such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of (iii) if any of the Obligations▇▇▇▇▇▇ Luxembourg Obligations are due and payable and have not been paid or any Event of Default shall have occurred, irrespective of whether any deposits or not other sums credited by or due from any or all of the Loans Lenders or any Lender Affiliate to ▇▇▇▇▇▇ Luxembourg and any securities or other property of ▇▇▇▇▇▇ Luxembourg in the possession of such Lender or any Lender Affiliate may be applied to or set off by such Lender against the payment of the ▇▇▇▇▇▇ Luxembourg Obligations and any and all other Obligations have been declared to beliabilities, direct, or have otherwise becomeindirect, absolute or contingent, due or to become due, now existing or hereafter arising, of ▇▇▇▇▇▇ Luxembourg to such Lender or (iv) if any of the ▇▇▇▇▇▇ Switzerland Obligations 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 Section 11.2.or due from any of the Lenders or any Lender Affiliate to ▇▇▇▇▇▇ Switzerland and any securities or other property of ▇▇▇▇▇▇ Switzerland in the possession of such Lender or any Lender Affiliate may be applied to or set off by such Lender against the payment of the ▇▇▇▇▇▇ Switzerland Obligations and any and all other liabilities, and although direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of ▇▇▇▇▇▇ Switzerland to such Obligations shall be contingent or unmatured. Notwithstanding anything to Lender; provided, that in the contrary in this Section, if event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. §5.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks Agent and the Lenders Lenders, and (y) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff;. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BGI, ▇▇▇▇▇▇ GERMANY, ▇▇▇▇▇▇ LUXEMBOURG OR ▇▇▇▇▇▇ SWITZERLAND, AS THE CASE MAY BE, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that if such Lender shall receive from BGI, ▇▇▇▇▇▇ Germany, ▇▇▇▇▇▇ Luxembourg and/or ▇▇▇▇▇▇ Switzerland, as the case may be, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such Lender by proceedings against BGI, ▇▇▇▇▇▇ Germany, ▇▇▇▇▇▇ Luxembourg and/or ▇▇▇▇▇▇ Switzerland, as the case may be, at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Credit Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative AgentLaw, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Lender Group Member (and each Participant, of their respective Affiliates) is hereby authorized by each Borrower at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender Group Member (or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates) to or for the credit or the account of the Borrower Borrowers against and on account of the Obligations of Borrowers arising under the Credit Documents to each Lender Group Member, including all Revolver Loans and LC Obligations and all claims of any nature or description arising out of the Obligationsor in connection with this Agreement, irrespective of whether or not (i) any Lender Group Member shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Revolver Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of Borrower now or hereafter maintained with any Lender Group Member (or any Affiliate of any of them), but no Borrower shall exercise have a claim or cause of action against any Lender Group Member for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff13.5.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Default or Event of Default, the Agent and each of the Lenders and each subsequent holder of any of the Notes is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower, to any Subsidiary of the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of Agent or the Administrative Agent, such Issuing Bank Lenders or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the obligations and liabilities of the ObligationsBorrower to the Agent or the Lenders or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents, irrespective of whether or not (i) the Agent or any or all of the Loans Lenders or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans, the Notes and all other Obligations amounts due hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by Section 11.2., hereunder and although such Obligations shall said obligations and liabilities, or any of them, may be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative The Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders agree, if there shall be any other Lenders pursuant to Section 10.10(b), that if a Lender receives and (y) retains any payment, whether by setoff or application of deposit balances or otherwise, on any of the Loans or L/C Obligations in excess of its ratable share of payments on all such Defaulting Obligations then owed to the Lenders hereunder, then such Lender shall provide promptly 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 Administrative Agent a statement describing in reasonable detail portion of such excess payment so recovered, with interest pro rata, to the Obligations owing extent the purchasing Lender is required to such Defaulting Lender as to which it exercised such right of setoffpay interest on the amount restored.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time while that an Event of Default exists, without notice to the Borrower any Obligors 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, but not limited to, indebtedness evidenced by special (including certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the Borrower any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall exercise have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff13.5.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Issuing Bank and any Affiliate of the Administrative Agent, any Lender or Issuing Bank or any Lender, and is hereby authorized by each Participant, Borrower at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any of their Affiliates to or for the credit or the account of the such Borrower against and on account of the Obligations of such Borrower to such Lender, Issuing Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and 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 Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XII and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, the exercise its setoff rights hereunder against any accounts of a Borrower, any of its Subsidiaries, or any Guarantor now or hereafter maintained with such Lender, Issuing Banks and the Lenders and (y) Bank or any Affiliate of such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffor Issuing Bank.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower to that Lender or that subsequent holder under the Credit Documents, irrespective of whether or not that Lender or 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, provided 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, whether by setoff or all application of deposit balances or otherwise, in respect of the Term 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 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 Obligations have been declared to beLenders; provided, or have otherwise becomehowever, due and payable as permitted that if any such purchase is made by Section 11.2.any Lender, and although if such Obligations excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way Regardless of limitation the adequacy of any such rightscollateral for the Obligations, during the Borrower hereby authorizes the Administrative Agentcontinuance of any Event of Default, each Issuing Bank, each Lender, each Affiliate any deposits or other sums credited by or due from any of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice Banks to the Borrower or to any of the other Person, Transaction Parties and any such notice being hereby expressly waived, but securities or other property of the Borrower and any of the other Transaction Parties in the case possession of an Issuing Bank, a Lender, an Affiliate of an Issuing such Bank may be applied to 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 by such Bank against the payment of Obligations and to appropriate and to apply any and all deposits other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or such other Transaction Party to such Bank. Each of the Banks agrees with each other Bank that (general i) if an amount to be set off is to be applied to Indebtedness of the Borrower or specialsuch other Transaction Party to such Bank, including, but not limited to, indebtedness other than Indebtedness evidenced by certificates of deposit, whether matured the Notes held by such Bank or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, constituting Reimbursement Obligations owed to such Issuing Bank, such Lenderamount shall be 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, any Affiliate and (ii) if such Bank shall receive from the Borrower or such other Transaction Party, whether by voluntary payment, exercise of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or constituting Reimbursement Obligations owed to, such 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 amounts so set off 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 paid over immediately rescinded and the amount restored to the Administrative Agent for further application in accordance with the provisions extent of Section 3.9. andsuch recovery, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrower at any time while that an Event of Default exists, without notice to 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of Borrower arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall exercise not have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff12.5.

Setoff. Subject to Section 3.3. and in addition to any rights now Without demand or hereafter granted under Applicable Law and not by way of limitation 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 rightsdeposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower hereby authorizes for the Administrative Agent, each Issuing Bank, each Lender, each Affiliate benefit of any third party) or other sums credited by or due from any of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice Lenders to the Borrower or its Subsidiaries or any other 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 Lender and the Borrower (other Person, than this Agreement or any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lenderother Loan Document), an Affiliate of an Issuing Bank or a Lender, or a Participant, subject amount to receipt be set off is to be applied to Indebtedness of the prior written consent of the Requisite Lenders exercised in their sole discretion, Borrower to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, other than with respect to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of such amount shall be applied ratably to such other Indebtedness and to the Obligations, and (b) if such Lender shall receive from the Borrower or its Subsidiaries, whether or not any or all by voluntary payment, exercise of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) 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 the Note or Notes held by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all amounts so set off 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 such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Administrative Agent for further application extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and PROVIDED FURTHER, if a Lender receives any amount in accordance connection with the provisions of Section 3.9. and, pending such payment, shall be segregated enforcement by such Defaulting Lender from its other funds against any particular assets held as collateral for Secured Indebtedness existing on the date hereof and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly unrelated to the Administrative Agent a statement describing in reasonable detail the Obligations which is owing to such Defaulting Lender as by the Borrower, such Lender shall not be required to which it exercised ratably apply such right of setoffamount to the Obligations.

Setoff. Subject to Section 3.3. If an Event of Default shall have occurred and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rightsbe continuing, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any LenderIssuer, and each Participant, of their respective Affiliates is hereby authorized at any time while an Event of Default existsand from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by the Administrative Agent, such Issuing Bank, such Lender, such Issuer or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such ParticipantAffiliate, to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and on account of any all of the Obligationsobligations of the Borrowers or any other Loan Party now or hereafter existing under this Agreement or any Other Document to Agent, such Lender or such Issuer or their respective Affiliates, irrespective of whether or not such Lender, Issuer or Affiliate shall have made any demand under this Agreement or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., any Other Document and although such Obligations shall obligations of the Borrowers or any other Loan Party may be contingent or unmatured. Notwithstanding anything unmatured or are owed to a branch, office or Affiliate of Agent, such Lender or such Issuer different from the contrary branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in this Section, if the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks Issuer, and the Lenders Lenders, and (y) such 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 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 such setoff and application

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way Regardless of limitation the adequacy of any such rightscollateral, the Borrower hereby authorizes if any Event of Default shall have occurred and be continuing, any deposits or other sums credited by or due from the Administrative AgentAgent or any other Creditor Party to either Borrower or any of the Guarantors and any securities or other property of either Borrower or any of the Guarantors in the possession of the Administrative Agent or such other Creditor Party or any of their respective Affiliates may, each Issuing Bankat any time, each Lender, each Affiliate solely with the consent of the Administrative Agent, any Issuing Bank without demand or any Lender, and each Participant, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by the Borrowers and the Guarantors), but in whole or in part, be applied to or set off by the case 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 Issuing Bankamount 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, a Lendersuch amount shall be 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, an Affiliate of an and then to the Obligations owed all other Creditor Parties, including, without limitation, Reimbursement Obligations owed to the Issuing Bank or a Lenderall Lenders, and (ii) if the Administrative Agent or a Participantsuch other Creditor Party shall receive from either Borrower or any Guarantor or any other source, subject to receipt whether by voluntary payment, exercise of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall be paid over immediately retain and apply to the payment of the Obligations owed to the Administrative Agent for further application or such other Creditor Party any amount in accordance excess of its ratable portion of the payments received by all of the Creditor Parties with respect to the debt evidenced hereby corresponding to all of the Creditor Parties, such Creditor Party will make such disposition and arrangements with the provisions other Creditor Parties with respect to such excess, either by way of Section 3.9. anddistribution, pending pro tanto assignment of claims, subrogation or otherwise as shall result in each Creditor Party receiving in respect of the debt evidenced hereby in its name or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such paymentexcess payment is thereafter recovered from such Creditor Party, such disposition and arrangements shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks rescinded and the Lenders and (y) such Defaulting Lender shall provide promptly amount restored to the Administrative Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoffrecovery, 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. Subject to Section 3.3Each Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to, and in addition to without limitation of, any rights now or hereafter granted of the Lenders under Applicable Law and Law, if any Borrower is not by way of limitation of Solvent, or if any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsoccurs, without notice each Borrower authorizes each Lender to offset and apply all such Deposits toward the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt payment of the prior written consent of the Requisite Lenders exercised in their sole discretion, Obligations owing to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank whether or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of not the Obligations, irrespective of whether or not any or all part thereof, shall then be due and regardless of the Loans and all existence or adequacy of any collateral, guaranty or any other Obligations have been declared security, right or remedy available to besuch Lender or the Lenders; provided, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to that in the contrary in this Section, if event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 6.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks LC Issuer, and the Lenders Lenders, and (yb) such Defaulting the 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 aforesaid rights may be exercised by the Agent or such Lender against any Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of any Borrower 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 have been exercised by the Agent or such Lender prior to the occurrence of an Event of Default.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Default or Event of Default, the Agent and each of the Lenders and each subsequent holder of any of the Notes is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower, to any Subsidiary of the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of Agent or the Administrative Agent, such Issuing Bank Lenders or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the obligations and liabilities of the ObligationsBorrower to the Agent or the Lenders or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents, irrespective of whether or not (i) the Agent or any or all of the Loans Lenders or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans, the Notes and all other Obligations amounts due hereunder shall have been declared to be, or have otherwise become, become due and payable as permitted by Section 11.2., hereunder and although such Obligations shall said obligations and liabilities, or any of them, may be contingent or unmatured. Notwithstanding anything to The Agent or such Lender, as applicable, shall promptly give the contrary in this Section, if any Defaulting Lender shall exercise Borrower notice of any such right of setoff, (x) all amounts so set off provided that any failure to give such notice shall be paid over immediately not impact the validity of any such setoff or give rise to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit any liability of the Administrative Agent, the Issuing Banks Agent or any Lender as a result of any such failure. 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 (y) retains any payment, whether by setoff or application of deposit balances or otherwise, on any of the Loans or L/C Obligations in excess of its ratable share of payments on all such Defaulting Obligations then owed to the Lenders hereunder, then such Lender shall provide promptly 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 Administrative Agent a statement describing in reasonable detail portion of such excess payment so recovered, with interest pro rata, to the Obligations owing extent the purchasing Lender is required to such Defaulting Lender as to which it exercised such right of setoffpay interest on the amount restored.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation Law, upon the occurrence and during the continuance of any such rights, the Borrower hereby authorizes the Administrative AgentEvent of Default, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Lender and each Participant, its Affiliates is authorized at any time while an Event of Default existsand from time to time, without prior notice to the Borrower or to any other PersonLoan Party, any such notice being hereby expressly waived, but in waived by the case Borrower (on its own behalf and on behalf of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject each Loan Party and its Subsidiaries) to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by the Administrative Agentby, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, Lender and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and on account of all Obligations owing to such Lender and its Affiliates hereunder or under any of the Obligationsother 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 or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Loan Document and although such Obligations shall may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary in this Sectioncontained herein, if any Defaulting no Lender or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. Each Lender agrees promptly to notify the Borrower and the Administrative Agent for further after any such set off and application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such setoff and deemed held in trust for the benefit 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 Issuing Banks and the Lenders and (y) Administrative Agent, such Defaulting Lender shall provide promptly may have. Notwithstanding anything to the Administrative Agent a statement describing contrary contained herein or in reasonable detail the Obligations owing to such Defaulting any other Loan Document, each Lender as to which it exercised such expressly waives its right of setoffsetoff pursuant to this Section 10.09 or any other provision of any Loan Document with respect to deposit accounts in which have been deposited payments received under Medicare, Medicaid, TRICARE and other health care programs of the United States or any state (including the District of Columbia) thereof and any agency or other Governmental Authority thereof.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.210.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the Borrower hereby authorizes occurrence of, and throughout the Administrative Agentcontinuance of, each Issuing Bankany Event of Default, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, Swingline Lender is hereby authorized by the Borrowers at any time while an Event of Default existsor from time to time, without prior notice to the such Borrower or to any other Person, any such prior notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Swingline Lender or such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower such Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of such Borrower to such Lender, such Swingline Lender or such Issuing Bank or that subsequent holder under the ObligationsCredit Documents, irrespective of whether or not such Lender, 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 any action taken by it under this Section 10.6, 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 the other Obligations have been declared to beLenders, the Swingline Lenders and the Issuing Banks; provided, however, that if any such purchase is made by any Lender, any Swingline Lender or have otherwise become, due and payable as permitted by Section 11.2.any Issuing Bank, and although if such Obligations 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 contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary portion of such excess payment so recovered, but without interest; provided further, that in this Section, if the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 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, the Issuing Banks Lenders, the Swingline Lenders and the Lenders Issuing Banks, and (yii) such 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.

Setoff. Subject to Section 3.3Each Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to, and in addition to without limitation of, any rights now or hereafter granted of the Lenders under Applicable Law and Law, if any Borrower is not by way of limitation of Solvent, or if any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsoccurs, without notice each Borrower authorizes each Lender to offset and apply all such Deposits toward the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt payment of the prior written consent of the Requisite Lenders exercised in their sole discretion, Obligations owing to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank whether or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of not the Obligations, irrespective of whether or not any or all part thereof, shall then be due and regardless of the Loans and all existence or adequacy of any collateral, guaranty or any other Obligations have been declared security, right or remedy available to besuch Lender or the Lenders; provided, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to that in the contrary in this Section, if event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 6.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks LC Issuer, and the Lenders Lenders, and (yb) such Defaulting the 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 aforesaid rights may be exercised by Agent or such Lender against any Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of any Borrower 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 have been exercised by Agent or such Lender prior to the occurrence of an Event of Default.

Setoff. Subject to Section 3.3. 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 rights the Agent and the Banks, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to the Agent and the Banks, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter granted under Applicable Law and not by way of limitation of any such rightsin the possession, the Borrower hereby authorizes the Administrative Agentcustody, each Issuing Bank, each Lender, each Affiliate safekeeping or control of the Administrative Agent, any Issuing Bank or any Lender, entity under the control of any Affiliate or parent thereof and each Participant, at its successors and assigns or in transit to any of them. At any time while 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 the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by the Company), but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Agent and/or such Bank may setoff the same or a Lender, any part thereof and apply the same to any liability or a Participant, subject to receipt obligation of the prior written consent Company and any Guarantor even though unmatured and regardless of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates adequacy of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by collateral securing the Administrative 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 Issuing BankPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, such LenderCREDITS OR OTHER PROPERTY OF THE COMPANY OR ANY GUARANTOR, any Affiliate of the Administrative AgentARE HEREBY KNOWINGLY, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2VOLUNTARILY AND IRREVOCABLY WAIVED., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted ------ under Applicable Law applicable 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 Lender and Issuing Bank and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower to that Lender or Issuing Bank or that subsequent holder under the Credit 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 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 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 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 participations therein held by each such other Lender as shall be necessary to cause such Lender or Issuing Bank to share such excess payment ratably with all the other Obligations have been declared to beLenders; provided, however, that if any such purchase is made by any Lender or have otherwise become, due and payable as permitted by Section 11.2.Issuing Bank, and although if such Obligations 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 contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while If an Event of Default existsoccurs and is continuing, without notice any deposits, balances or other sums credited by or due from Agent or any of the Lenders, or from any such Affiliate of Agent or any of the Lenders, to the Borrower or Borrower, may to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but fullest extent not limited to, indebtedness evidenced prohibited by certificates of deposit, whether matured or unmatured) and any other indebtedness applicable law at any time held or owing from time to time, without regard to the existence, sufficiency or adequacy of any other collateral, and without Notice or compliance with any other condition precedent now or hereafter imposed by the Administrative Agentstatute, such Issuing Bankrule of law or otherwise, such Lenderall of which are hereby waived, any Affiliate of the Administrative Agentbe set off, such Issuing Bank appropriated and applied by Agent or such Lender, Lender or such Participant, to or for the credit or the account of the Borrower Affiliate against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations irrespective of whether demand shall have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., 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 property or deposit of escrow monies being held on behalf of the obligors 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 not affect the validity of 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 Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to indebtedness of the Borrower 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 contingent or unmatured. Notwithstanding anything applied ratably to such other indebtedness and to the contrary in this SectionObligations evidenced by the Note held by such Lender, and (b) if any Defaulting such Lender shall receive from the Borrower, whether by voluntary payment, exercise any such of the right of setoff, (x) 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 ratable portion of the payments received by all amounts so set off of the Lenders with respect 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 part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Administrative Agent for further application in accordance with the provisions extent of Section 3.9. andsuch recovery, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative AgentEvent of Default, each Issuing Bank, each Lender, each Lender and any Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and Lender is hereby authorized by each Participant, Borrower at any time while an Event of Default existsand from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including tax, payroll and trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, its Affiliates to or for the credit or the account of the such Borrower against and on account of the Obligations of the Borrowers to such Lender or any of its Affiliates, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement or the ObligationsNotes, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder and under the Notes to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XI and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, the Issuing Banks and the Lenders and (y) exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right or any of setoffits Affiliates.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation Law, upon the occurrence and during the continuance of any such rights, the Borrower hereby authorizes the Administrative AgentEvent of Default, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Lender and each Participant, its Affiliates is authorized at any time while an Event of Default existsand from time to time, without prior notice to the Borrower or to any other PersonLoan Party, any such notice being hereby expressly waived, but in waived by the case Borrower (on its own behalf and on behalf of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject each Loan Party and its Subsidiaries) to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by the Administrative Agentby, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, Lender and its Affiliates to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and on account of all Obligations owing to such Lender and its Affiliates hereunder or under any of the Obligationsother 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 or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Loan Document and although such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender agrees promptly to notify the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Borrower and the Administrative Agent for further after any such set off and application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; PROVIDED, that the failure to give such notice shall not affect the validity of such setoff and deemed held in trust for the benefit application. The rights of the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender under this Section 10.09 are in addition to other rights and remedies (yincluding other rights of setoff) such Defaulting Lender shall provide promptly to 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 statement describing in reasonable detail Loan Party constitute collateral security for payment of the Obligations owing of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower's obligations to such Defaulting Lender as make any mandatory prepayment pursuant to which it exercised such right of setoffSection 2.05(b)(ii).

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and Issuing Bank and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower to that Lender or Issuing Bank or that subsequent holder under the Credit 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 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 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 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 participations therein held by each such other Lender as shall be necessary to cause such Lender or Issuing Bank to share such excess payment ratably with all the other Obligations have been declared to beLenders; provided, however, that if any such purchase is made by any Lender or have otherwise become, due and payable as permitted by Section 11.2.Issuing Bank, and although if such Obligations 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 contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower to that Lender or that subsequent holder under the Credit Documents, irrespective of whether or not that Lender or 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, provided 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, whether by setoff or all application of deposit balances or otherwise, on any of the Loans and 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 Obligations have been declared to beLenders such amount of the Loans, or have otherwise becomeparticipations therein, due and payable held by each such other Lender as permitted 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 Section 11.2.any Lender, and although if such Obligations excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the (a) The Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender is hereby authorized at any time while an and from time to time, upon the occurrence and during the continuance of any Event of Default existsDefault, without prior notice to the Borrower or Company, to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by law, to set off and to appropriate and to apply any and all balances, credits, deposits (general or specialspecial time or demand, includingprovisional or final), but not limited to, indebtedness evidenced by certificates of deposit, whether matured accounts or unmatured) monies at any time held and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Agent or any Affiliate Lender at any of the Administrative Agent, such Issuing Bank its branches or such Lender, or such Participant, affiliates to or for the credit or the account of the Borrower Company against any and on account of any all of the Obligationsamounts owing by the Company under this Agreement or the Operative Documents to which it is a party, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9or any Lender shall have made any demand hereunder or thereunder. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit The rights of the Administrative AgentAgent and each Lender under this Section 9.03 are in addition to, and do not derogate from or impair, other rights and remedies (including, without limitation, other rights of setoff) which any of them may have. (b) Each Lender agrees that if it shall, by exercising any right of setoff or 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 other Lender, the Issuing Banks 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 made as may be required so that all such payments with respect to the principal and interest with respect to the Notes held by the Lenders and (y) such Defaulting Lender shall provide promptly be shared by the Lenders pro rata. The Company agrees, to the Administrative Agent fullest extent it may effectively do so under applicable law, that any holder of a statement describing participation in reasonable detail a Note, whether or not acquired pursuant to the Obligations owing foregoing arrangements, may exercise rights of setoff or counterclaims and other collection rights with respect to such Defaulting Lender participation as to which it exercised fully as if such right holder of setoffa participation were a direct creditor of the Company in the amount of such participation.

Setoff. Subject to Section 3.3. and The Borrowers agree that, in addition to (and without limitation of) any rights now right of setoff, banker's lien or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agentcounterclaim a Lender may otherwise have, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each ParticipantLender shall be entitled, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionits option, to set off and to appropriate and to apply any and all deposits offset balances (general or special, includingtime or demand, but not limited to, indebtedness evidenced provisional or final) held by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or it for the credit or the account of the Borrower against and on account of Borrowers at any of such Lender's offices, in Dollars or in any other currency, against any amount payable by the Obligations, irrespective Borrowers to such Lender under this Agreement or such Lender's Notes which is not paid when due (regardless of whether such balances are then due to the Borrowers), in which case it shall promptly notify the Borrowers and the Agents thereof; provided that such Lender's failure to give such notice shall not affect the validity thereof. Each Lender agrees that to the extent any such payment is received by it as the result of a set-off or not any or all otherwise and such payment results in such Lender receiving a greater payment than it would have been entitled to, had the total amount of such payment been paid directly to the Agent for disbursement to the Lenders, then such Lender shall immediately purchase for cash from the other Lenders participations in the Loans and all and/or Participation in the Letters of Credit and/or the Letters of Indemnity sufficient in amount so that such payment shall effectively be shared pro rata with the other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application Lenders in accordance with the provisions amount, and to the extent, of Section 3.9. andtheir respective interests in all the Loans, pending Participation in the Letters of Credit, and the Letters of 56 Indemnity; provided, however, that if all or any portion of such paymentpayment is thereafter recovered from such Lender at any time, the purchase shall be segregated rescinded and the purchase price returned to the extent of such recovery, but without interest or other return thereof. In addition, the Borrowers further agree that any Lender shall be authorized to debit any account (general or special, time or demand, provisional or final) held by such Defaulting Lender from its other funds and deemed held in trust it for the benefit account of the Administrative AgentBorrowers at any of such Lender's offices, in Dollars or in any other currency, against any amount payable by the Issuing Banks and Borrowers to any other Lender under this Agreement. Payments by the Lenders and (y) such Defaulting Lender Borrowers hereunder 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 setoffbe made without setoff or counterclaim.

Setoff. Subject The Borrowers and the Guarantors hereby grant to Section 3.3. each Agent, Issuing Bank and in addition each of the Lenders a continuing lien, security interest and right of setoff as security for all liabilities and obligations to any rights each Agent, Issuing Bank and each Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case possession, custody, safekeeping or control of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, Lender or such Participant, any Lender Affiliate and their successors and assigns or in transit to or for the credit or the account any of them. Regardless of the Borrower against and on account adequacy of any collateral, if any of the ObligationsObligations are due and payable and have not been paid or any Event of Default shall have occurred, irrespective any deposits or other sums credited by or due from any of whether the Lenders to any Borrower or not any Guarantor and any securities or other property of any Borrower or any Guarantor in the possession of such Lender may be applied to or set off by such Lender against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of any Borrower or any Guarantor to such Lender. Each Borrower and each Guarantor hereby grants to the Issuing Banks a security interest in all goods, documents, instruments and accounts which shall come into the possession or control of the Issuing Banks, any of the Issuing Banks’ correspondents, or any Borrower or any Guarantor, or in which any Borrower or any Guarantor may acquire an interest and the proceeds thereof as the result of opening or in connection with any transaction under any Letter of Credit, as security for (a) all payments made or to be made by such Issuing Bank or its correspondents under such Letter of Credit, (b) any interest, commission or other customary charges in relation to such Letter of Credit and (c) any other obligations of any Borrower or any Guarantor to the Issuing Banks under this Credit Agreement. Upon any default by the Borrowers or the Guarantors in any of the undertakings set forth in this Credit Agreement in respect of the Letters of Credit, each Issuing Bank is authorized to sell any or all of the Loans such goods or documents at public or private sale and exercise any and all other rights as a secured creditor under the provisions of the Uniform Commercial Code of the State of New York or any similar statute. Any legal requirement that any Issuing Bank must give the Borrowers and the Guarantors, as applicable, reasonable notice of any proposed sale or disposition of the goods or documents shall be met if such notice is given to the Borrowers and the Guarantors, as applicable, at least five (5) days before the time of such sale or disposition. 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 BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (i) if an amount to be set off is to be applied to Indebtedness of any Borrower or Guarantor to such Lender, other than Indebtedness evidenced by the Notes held by such Lender or constituting Reimbursement Obligations have been declared owed to besuch Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender, and (ii) if such Lender shall receive from any Borrower or any Guarantor, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by, or have otherwise becomeconstituting Reimbursement Obligations owed to, due and payable as permitted such Lender by Section 11.2.proceedings against any Borrower or any Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and although shall retain and apply to the payment of the Note or Notes held by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be contingent rescinded and the amount restored to the extent of such recovery, but without interest; provided further that the provisions of this Section shall not be construed to apply to (w) any payment made by or unmaturedon behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Delinquent Lender), (x) the application of Cash Collateral provided for in §2.14, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in LC Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply), or (z) any payment made by or on behalf of any Borrower to Lenders having Commitments under the Existing Tranche on the Existing Tranche Termination Date. Notwithstanding anything to the contrary contained herein, in this Section, if the event that any Defaulting Delinquent Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.of

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.210.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance - 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 benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in addition to any rights now Without demand or hereafter granted under Applicable Law and not by way of limitation 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 rightsdeposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower hereby authorizes for the Administrative Agent, each Issuing Bank, each Lender, each Affiliate benefit of any third party) or other sums credited by or due from any of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice Lenders to the Borrower or its Subsidiaries or any other 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 Lender and the Borrower (other Person, than this Agreement or any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lenderother Loan Document), an Affiliate of an Issuing Bank or a Lender, or a Participant, subject amount to receipt be set off is to be applied to Indebtedness of the prior written consent of the Requisite Lenders exercised in their sole discretion, Borrower to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, other than with respect to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of such amount shall be applied ratably to such other Indebtedness and to the Obligations, and (b) if such Lender shall receive from the Borrower or its Subsidiaries, whether or not any or all by voluntary payment, exercise of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) 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 the Note or Notes held by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all amounts so set off 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 such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Administrative Agent for further application extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and PROVIDED FURTHER, if a Lender receives any amount in accordance connection with the provisions of Section 3.9. and, pending such payment, shall be segregated enforcement by such Defaulting Lender from its other funds against any particular assets held as collateral for Secured Indebtedness existing on the date hereof and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly unrelated to the Administrative Agent a statement describing in reasonable detail the Obligations which is owing to such Defaulting Lender as by the Borrower, such Lender shall not be required to which it exercised ratably apply such right of setoffamount to the Obligations.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower to that Lender or that subsequent holder under the Credit Documents, irrespective of whether or not that Lender or 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, provided 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, 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 Obligations have been declared to beLenders; provided, or have otherwise becomehowever, due and payable as permitted that if any such purchase is made by Section 11.2.any Lender, and although if such Obligations excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject (a) At anytime or from time to Section 3.3time on or prior to the Maturity Date, Maker shall have the right to setoff against any amounts due Payee pursuant to this Note for Adverse Consequences (as defined in the Purchase Agreement) Maker, its affiliates, and their respective officers, directors and employees may have suffered, which entitle Maker to indemnification under the Purchase Agreement. and in addition Such setoff will be first applied to reduce any rights now or hereafter granted accrued interest under Applicable Law and not by way of limitation of any this Note. Maker shall notify Payee prior to setting off such rightslosses against amounts due Payee pursuant to this Note (such notification, the Borrower hereby authorizes “Setoff Notice”). The Setoff Notice shall (i) state that Maker believes that there is or has been a breach of a representation or warranty contained in the Administrative AgentPurchase Agreement or that Maker is otherwise entitled to indemnification under the Purchase Agreement, each Issuing Bank, each Lender, each Affiliate (ii) set forth the estimated amount of the Administrative AgentAdverse Consequences claimed (the “Setoff Amount”) and (iii) include a summary of known, any Issuing Bank relevant facts with respect to the claim. (b) If Payee does not contest a Setoff Notice in writing within thirty (30) days of the date of the Setoff Notice, Maker shall proceed with the setoff described in the Setoff Notice and the principal amount of this Note shall be automatically reduced in an amount equal to such uncontested Setoff Amount (the “Uncontested Setoff Amount”); provided, if Payee pays to Maker in cash (in immediately available funds) all or any Lendera portion of such Uncontested Setoff Amount within five (5) days following the determination of such Uncontested Setoff Amount, this Note shall not be reduced to the extent of such payment. (c) If Payee gives written notice to Maker contesting all or a portion of the Setoff Notice within thirty (30) days of the date of the Setoff Notice (such notice, the “Dispute Notice” and the amount so contested the “Contested Amount”), the parties shall meet within ten (10) business days from the date of the Dispute Notice for the purpose of resolving the dispute. Any portion of a Setoff Notice that is not contested or is subsequently settled in Makers favor shall be treated as an Uncontested Setoff Amount. (d) If the parties are unable to reach agreement with respect to the Contested Amount, at the time payment would otherwise be due to Payee pursuant to this Note, Maker shall deposit an amount in cash equal to the Contested Amount with a third party escrow agent designated by Maker, and each Participantreasonably acceptable to Payee, at any pending resolution of the dispute. Such escrow agent shall be based in the United States and shall be in the business of regularly providing escrow services. At the time while the Contested Amount is placed into escrow, Maker, Payee and the escrow agent shall enter into an Event of Default exists, without notice escrow agreement reasonably acceptable to the Borrower parties. The escrow agreement shall provide for the investment of the Contested Amount in accordance with the directions of Payee, so long as such directions are reasonably acceptable to Maker. Any accrued interest, earnings or income earned on such investment shall be added to the Contested Amount. Payee shall be responsible for any other Persontaxes on the interest, any such earnings or income related to the investment of the Contested Amount, provided, however, that Payee may request the escrow agent to release from escrow an amount equal to Payee’s tax obligation so long as the original Contested Amount remains intact. The Contested Amount shall be held by the escrow agent: (i) until receipt of a settlement agreement executed by Maker and Payee setting forth a resolution of the Contested Amount and the amount to be delivered to the parties; or (ii) until receipt of a written notice being hereby expressly waivedfrom a party attaching a copy of a judgment or an order of a court with proper jurisdiction specifying the release of the Contested Amount, but or (iii) in the case event that the indemnification claim, which formed the subject of an Issuing Bankthe Setoff Notice related to a third party claim, a Lenderthen the Contested Amount will be released upon proof of settlement or payment in full, an Affiliate and related releases, of an Issuing Bank or a Lendersuch claim, whichever of the foregoing events occurs first. Maker and Payee shall be equally responsible for the fees of the escrow agent. Maker shall not be responsible for and shall have no further obligation with respect to the payment of the Contested Amount, or a Participantinterest thereon, subject pursuant to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off this Note once such amount is placed into escrow and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations Payee shall be contingent or unmatured. Notwithstanding anything look solely to the contrary in this Section, if any Defaulting Lender shall exercise any escrow agent for payment of such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in amount. In accordance with the provisions of Section 3.9. andthis Note, pending Payee may elect to convert into Equity Interests any Contested Amount it is ultimately entitled to receive by delivery of written notice to Maker during the five (5) day period following the resolution, judgment or determination of such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffContested Amount.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the DIP Financing Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrower at any time while that an Event of Default exists, without notice notice, except as required by the Financing Orders, to 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of Borrower arising under the DIP Financing Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Revolver Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall exercise have no claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated extent required by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffSECTION 12.5.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while 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 time, to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or any such Lender, or such Participant, affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and on account of any all of the Obligationsobligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Bank or any such affiliate, irrespective of whether or not such Bank shall have made any demand under this Agreement or all of the Loans and all any other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Loan Document and although such Obligations shall obligations of Borrower or such Loan Party may be contingent or unmaturedunmatured 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. Notwithstanding anything The rights of each Bank and their respective affiliates under this Section are in addition to the contrary in this Section, if any Defaulting Lender shall exercise other rights and remedies (including 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 right setoff and application, provided that the failure to give such notice shall not affect the validity of setoffsuch setoff and application. 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 LOAN, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. andPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, pending such paymentCREDITS OR OTHER PROPERTY OF BORROWER OR ANY GUARANTOR, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentARE HEREBY KNOWINGLY, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffVOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative AgentEvent of Default, each Issuing Bank, each Lender, each Lender and any Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, Lender is hereby authorized by Borrower at any time while an Event of Default existsor from time to time, without notice to 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 ) to combine accounts or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of Borrower to such Lender or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection herewith, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XI and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender shall give Borrower notice of any action taken pursuant to this Section 14.05 promptly upon the occurrence thereof provided that any failure to do so shall not limit any right of a Lender to take such action. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, the Issuing Banks and the Lenders and (y) exercise its setoff rights hereunder against any accounts of any Credit Party Entity now or hereafter maintained with such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to or any Affiliate of such Defaulting Lender as to which it exercised such right of setoffLender.

Setoff. Subject to Section 3.3. In addition to, and in addition to without limitation of, any rights now or hereafter granted of the Lenders under Applicable Law Law, if any Event of Default occurs and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agentis continuing, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Lender and each Participant, of its Affiliates is hereby authorized at any time while an Event of Default existsand from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by Applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) and any other indebtedness at any time held held, and other obligations (in whatever currency) at any time owing, by such Lender or owing by the Administrative Agent, any such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such ParticipantAffiliate, to or for the credit or the account of the Borrower against any and on account of any all of the Obligationsobligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or such Affiliate shall have made any demand under this Agreement or all of the Loans and all any other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Loan Document and although such Obligations shall obligations of the Borrower may be contingent or unmatured. Notwithstanding anything unmatured or are owed to a branch, office or Affiliate of such Lender different from the contrary branch, office or Affiliate holding such deposit or obligated on such indebtedness, with the Borrower remaining liable for any deficiency; provided that in this Section, if the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks Agent and the Lenders Lenders, and (yii) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section 10.1 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of Lenders provided by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agentlaw, each Issuing BankLender shall have the right, each Lender, each Affiliate with the prior consent of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, Agent (which consent will not be unreasonably withheld) but without prior notice to the Borrower or to any other PersonBorrower, any such notice being hereby expressly waivedwaived by Borrower to the extent permitted by applicable law, but in during the case continuance of an Issuing Bank, a Lender, an Affiliate Event of an Issuing Bank or a Lender, or a Participant, subject Default to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off setoff and to appropriate and to apply against any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of depositindebtedness, whether matured or unmatured) and , of Borrower to such Lender any other indebtedness amount owing from such Lender or any affiliate thereof to Borrower at any time held during the continuation of an Event of Default. This right of setoff may be exercised by such Lender against Borrower or owing against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of Borrower or against anyone else claiming through or against 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 have been exercised by such Lender prior to the Administrative Agent, occurrence of an Event of Default. Each Lender agrees promptly to notify Borrower after any such Issuing Bank, setoff and application made by such Lender, any Affiliate provided that the failure to give such notice shall not affect the validity of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against setoff and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmaturedapplication. Notwithstanding anything to the contrary foregoing, in this Section, if the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 3.7 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks Lenders, and the Lenders Lenders, and (yb) such 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.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness evidenced by special (including certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts or any Collection Account into which payments with respect to Governmental Receivables are directly deposited or transferred)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Loan Documents to Administrative Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Administrative Agent or such Lender, shall have made any demand hereunder, (ii) Administrative Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Administrative Agent and Lenders agree that 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, subject to the limitations set forth in this Section 12.4, against any accounts of any Borrower now or hereafter maintained with Administrative Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against Administrative Agent or any Lender for any setoff made, subject to the limitations set forth in this Section 12.4, 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 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 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 this Sectionany currency, if and any Defaulting 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 shall exercise and its Affiliates or any such right branch or agency thereof to or for the credit or the account of setoffany Obligor, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust extent necessary for the benefit Obligors and each Secured Party and its Affiliates and each Participant of the Administrative Agent, the Issuing Banks any Lender and the Lenders and (y) such Defaulting Lender shall provide promptly its Affiliates to the Administrative Agent a statement describing remain in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffcompliance with all Healthcare Laws.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while If an Event of Default existsor Prepayment Trigger Event shall have occurred and be continuing, without notice each Syndication Party and each of its Affiliates is hereby authorized at any time and from time to time, to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by Applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) and any other indebtedness at any time held held, and other obligations (in whatever currency) at any time owing, by such Syndication Party or owing by the Administrative Agent, any such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such ParticipantAffiliate, to or for the credit or the account of any Obligor against any and all of the Borrower against and on account obligations of any of the ObligationsObligor now or hereafter existing under this Credit Agreement or any other Loan Document to such Syndication Party or its Affiliates, irrespective of whether or not such Syndication Party or Affiliate shall have made any demand under this Credit Agreement or all of the Loans and all any other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Loan Document and although such Obligations shall obligations of such Obligor may be contingent or unmatured. Notwithstanding anything unmatured or are owed to a branch, office or Affiliate of such Syndication Party different from the contrary branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in this Section, if the event that any Defaulting Lender Syndication Party shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 15.29 and, pending such payment, shall be segregated by such Defaulting Lender Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks Agent and the Lenders Syndication Party, and (y) such the Defaulting Lender Syndication Party shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations Bank Debt owing to such Defaulting Lender Syndication Party as to which it exercised such right of setoff. The rights of each Syndication Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Syndication Party or its Affiliates may have. Each Syndication Party agrees to notify the relevant Obligor and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. Subject If any Buyer Indemnitee is entitled to Section 3.3. and indemnification in addition accordance with this Article 9 in an amount in excess of the then-remaining Indemnification Escrow Amount available for distribution, then Buyer shall be required to any rights now or hereafter granted under Applicable Law and not by way of limitation of recover any such rights, amounts due from the Borrower hereby authorizes Seller Parties under this Agreement by setting off such amounts first solely against the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any LenderPromissory Note, and each Participant, at any time while an Event of Default exists, then the Consulting Agreement however without notice to the Borrower or prejudice to any other Personlegal remedies Buyer may have under the Agreement. Buyer shall provide notice of the exercise of such right of set off to the Seller Parties. The exercise of such right of set off by B▇▇▇▇ will not constitute a breach of this Agreement. Neither the exercise nor the failure to exercise such right of set off will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. 11. Buyer shall retain the brand for the waste hauling business as Standard Waste Services in the Metro Detroit market after the closing. 12. This Amendment and the Agreement (including the Disclosure Schedules and the Exhibits attached hereto, which are deemed for all purposes to be part of this Agreement), the other documents delivered pursuant to this Amendment, the Agreement, and the Confidentiality Agreement, contain all of the terms, conditions and representations and warranties agreed upon or made by the Parties relating to the subject matter of this Agreement and the businesses and operations of the Company and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the Parties or their respective Representatives, whether oral or written, respecting such subject matter. Upon the Closing, the Confidentiality Agreement shall hereby automatically terminate without any such notice being hereby expressly waivedfurther action by the Parties and shall be of no further force or effect. 13. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., w▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. 14. This Amendment and any claim or controversy hereunder shall be governed by and construed in accordance with the Laws of the State of Michigan without giving effect to the principles of conflict of laws thereof. 15. The Parties have participated jointly in the case negotiation and drafting of this Amendment. In the event of an Issuing Bankambiguity or question of intent or interpretation arises, a Lenderthis Amendment shall be construed as if drafted jointly by the Parties, an Affiliate and no presumption or burden of an Issuing Bank proof shall arise favoring or a Lender, or a Participant, subject to receipt disfavoring any Party by virtue of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account authorship of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffthis Amendment.

Setoff. Subject to Section 3.3. If an Event of Default shall have occurred and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bankbe continuing, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any LenderIssuer, and each Participant, of their respective Affiliates is hereby authorized at any time while an Event of Default existsand from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) and any other indebtedness at any time held or owing held, and other obligations (in whatever currency) at any time owing, by the Administrative Agent, such Issuing Bank, such Lender, such Issuer or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such ParticipantAffiliate, to or for the credit or the account of the Borrower or any other Obligor against any and on account of any all of the Obligationsobligations of the Borrower or such Obligor now or hereafter existing under this Agreement or any other Credit Document to such Lender or such Issuer or their respective Affiliates, irrespective of whether or not such Lender, Issuer or Affiliate shall have made any demand under this Agreement or all of the Loans and all any other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Credit Document and although such Obligations shall obligations of the Borrower or such Obligor may be contingent or unmatured. Notwithstanding anything unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuer different from the contrary branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in this Section, if the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 4.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks Issuer, and the Lenders Lenders, and (y) such the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuer or their respective Affiliates may have. Each Lender and Issuer agrees to notify the Borrower and the Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. Subject to Section 3.3. 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative each Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative any Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative such Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative such Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2.10.2, and although such Obligations shall be contingent or unmatured. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentAgents, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrower at any time while that an Event of Default exists, without notice to 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of Borrower arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall exercise have no claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated extent required by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffSECTION 12.5.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter ------ granted under Applicable Law applicable 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 Lender and Issuing Bank and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower to that Lender or Issuing Bank or that subsequent holder under the Credit 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 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 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 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 participations therein held by each such other Lender as shall be necessary to cause such Lender or Issuing Bank to share such excess payment ratably with all the other Obligations have been declared to beLenders;provided, however, that if any such purchase is made by any Lender or have otherwise become, due and payable as permitted by Section 11.2.Issuing Bank, and although if such Obligations 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 contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. 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 all other rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lenderremedies available to it, and each Participantis hereby authorized, to the extent permitted by applicable law, at any time while an Event of Default existsand from time to time, without notice to the Borrower or to any other Person, Company (any such notice being hereby expressly waived, but in waived by 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 discretionCompany), to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held and other indebtedness (whether or not then due and payable) at any time owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, Depositary to or for the credit or the account of the Borrower Company, against any and on account of any all of the Obligationsobligations of the Company now or hereafter existing under this Agreement, irrespective of whether or not the Depositary shall have made any or all demand for satisfaction of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., such obligations and although such Obligations shall obligations may be contingent or unmatured. Notwithstanding anything Each Depositary agrees to notify the contrary 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 this Sectionaddition 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 any Defaulting Lender 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 Loans (xother than Discretionary Revolving Loans) all amounts so set off and LC Disbursements outstanding hereunder and thereafter to the payment of Discretionary Revolving Loans which may be owing to it and (ii) if it shall through the exercise of a right of banker’s lien, setoff, counterclaim or otherwise obtain payment of a proportion of the Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements held by it in excess of the proportion of the Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements of each of the other Depositaries being paid simultaneously, it shall be paid over immediately deemed to have simultaneously purchased from each other Depositary a participation in the Loans (other than Discretionary Revolving Loans) and participations in LC Disbursements owed to such other Depositaries so that the amount of unpaid Loans (other than Discretionary Revolving Loans) and participations therein and participations in LC Disbursements held by all Depositaries shall be proportionate to the original principal amount of the Loans (other than Discretionary Revolving 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 permit each Lender to correctly determine the portion which its Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any portion of any such excess payment is thereafter recovered from the Depositary which received the same, the purchase provided for further application in accordance with the provisions of Section 3.9. and, pending such payment, herein shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to have been rescinded to the Administrative Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoffrecovery, without interest.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of Agent 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 Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against Agent or any Lender for any setoff made without the 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 contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated extent required by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffSECTION 12.5.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the DIP Financing Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Lender (and each Participant, of its Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness evidenced by special (including certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts or any Collection Account into which payments with respect to Governmental Receivables are directly deposited or transferred)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, its Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the DIP Financing Documents to Lender or any of the Obligationsits Affiliates, including all Loans and 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) Lender shall have made any or all demand hereunder, (ii) Lender shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything herein to the contrary contrary, Lender and its Affiliates shall not, nor shall they be entitled to, and each other Secured Party and its 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 this Sectionany currency, if and any Defaulting other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender shall exercise and its Affiliates or any such right branch or agency thereof to or for the credit or the account of setoffany Obligor, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust extent necessary for the benefit of the Administrative Agent, the Issuing Banks Obligors and the Lenders Lender and (y) such Defaulting Lender shall provide promptly its Affiliates to the Administrative Agent a statement describing remain in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffcompliance with all Healthcare Laws.

Setoff. Subject to Section 3.3. If an Event of Default shall have occurred and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bankbe continuing, each Lender, each Affiliate of the Administrative AgentLC Administrator, any Issuing the Fronting Bank or any Lender, and each Participant, of their respective Affiliates is hereby authorized at any time while an Event of Default existsand from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative AgentLC Administrator, such Issuing the Fronting Bank or any such Lender, or such Participant, Affiliate to or for the credit or the account of the Borrower against any and on account of any all of the Obligationsobligations of the Borrower now or hereafter existing under this Reimbursement and Pledge Agreement or any other Loan Document to such Lender, the LC Administrator or the Fronting Bank, irrespective of whether or not such Lender or the Fronting Bank shall have made any demand under this Reimbursement and Pledge Agreement or all of the Loans and all any other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Loan Document and although such Obligations shall obligations of the Borrower may be contingent or unmatured. Notwithstanding anything unmatured or are owed to a branch or office of such Lender, the contrary LC Administrator or the Fronting Bank different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in this Section, if the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 2.5 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks Agent and the Lenders Lenders, and (y) such 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 Fronting Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the LC Administrator, the Fronting Bank or their respective Affiliates may have. Each Lender, the LC Administrator and the Fronting Bank each agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrower at any time while that an Event of Default exists, without notice to 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of Borrower arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall exercise have no claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff12.5.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or and any Lender, and each Participant, Lender Affiliate is hereby authorized by the Borrower at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any Lender Affiliate to or for the credit or the account of the Borrower against and on account of any the Obligations of the ObligationsBorrower to such Lender, Issuing Bank or any Lender Affiliate, including, but not limited to, all Loans and 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 Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., ARTICLE XII and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any Defaulting accounts of the Borrower or any Guarantor now or hereafter maintained with such Lender, Issuing Bank or any Lender shall exercise Affiliate of either of them. Any Lender whose Lender Affiliate has exercised any such right of setoff, (x) all amounts so set set-off shall be paid over immediately agrees to provide the Administrative Agent for further application in accordance and Borrower with written notice thereof promptly after the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffoccurrence thereof.

Setoff. Subject to Section 3.3. In addition to, and in addition to without limitation of, any rights now or hereafter granted of Administrative Lender and Lenders under Applicable Law and not by way of limitation of any such rightsapplicable law, the Borrower hereby authorizes the Administrative Agentif Company becomes insolvent, each Issuing Bankhowever evidenced, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsoccurs and is continuing, any indebtedness from Administrative Lender or Lenders to Company (including, without notice limitation, funds of Company on deposit with Administrative Lender or Lenders which have not yet been collected or which are not yet available in accordance with Administrative Lender's or Lenders' availability schedules from time to time in effect) may be offset and applied toward the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any payment of the Obligations, irrespective for the ratable benefit of Lenders whether or not the Obligations, or any or all part hereof, shall then be due. =============================================================================== THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. =============================================================================== IN WITNESS WHEREOF, the undersigned have executed this Security Agreement as of the Loans date first above written. By: Its: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ 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 all other Obligations 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 been declared to bethe 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 I have made, or have otherwise becomecaused to be made under my supervision, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit a detailed review of the Administrative Agenttransactions and conditions of the Parent, the Issuing Banks Company and the Lenders and (y) such Defaulting Lender shall provide promptly to Subsidiaries during the Administrative Agent a statement describing in reasonable detail accounting period covered by the Obligations owing to such Defaulting Lender attached financial statements, dated as to which it exercised such right of setoff.;

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Indebtedness evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall exercise have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff13.5.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the each 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 Participant, at any time or from time to time while an Event of Default exists, without notice to the any Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the any Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.210.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. 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 all other rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lenderremedies available to it, and each Participantis hereby authorized, to the extent permitted by applicable law, at any time while an Event of Default existsand from time to time, without notice to the Borrower or to any other Person, Company (any such notice being hereby expressly waived, but in waived by 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 discretionCompany), to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held and other indebtedness (whether or not then due and payable) at any time owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, Depositary to or for the credit or the account of the Borrower Company, against any and on account of any all of the Obligationsobligations of the Company now or hereafter existing under this Agreement, irrespective of whether or not the Depositary shall have made any or all demand for satisfaction of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., such obligations and although such Obligations shall obligations may be contingent or unmatured. Notwithstanding anything Each Depositary agrees to notify the contrary 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 this Sectionaddition 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 any Defaulting Lender 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 (xii) all amounts so set off if it shall through the exercise of a right of banker’s lien, setoff, counterclaim or otherwise obtain payment of a proportion of 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 Depositaries being paid simultaneously, it shall be paid over immediately 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 permit each Lender to correctly determine the portion which its Commitment hereunder bears to the aggregate of all Commitments hereunder. If all or any portion of any such excess payment is thereafter recovered from the Depositary which received the same, the purchase provided for further application in accordance with the provisions of Section 3.9. and, pending such payment, herein shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to have been rescinded to the Administrative Agent a statement describing in reasonable detail the Obligations owing to extent of such Defaulting Lender as to which it exercised such right of setoffrecovery, without interest.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Issuing Bank and any Affiliate of the Administrative Agent, any Lender or Issuing Bank or any Lender, and each Participant, is hereby authorized by the Borrower at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any of their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender, Issuing Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and 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 Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XII and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower, any of its Subsidiaries, or a Guarantor now or hereafter maintained with such Lender, Issuing Banks and the Lenders and (y) Bank or any Affiliate of such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffor Issuing Bank.

Setoff. Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an any Issuing Bank, a Lender, an Affiliate of an any Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders Administrative Agent exercised in their its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but excluding any payroll accounts, any tax withholding and fiduciary accounts, and any accounts holding funds in escrow for the benefit of third parties) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice 118 being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate remedies of the Administrative AgentLenders provided by law, any Issuing Bank or any Lender, and each Participant, at any time while if an Event of Default exists, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or to any other PersonBorrower, any such notice being hereby expressly waived, but in waived by Borrower to 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 discretionfullest extent permitted by law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final) at any time held by, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agentto, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, Lender to or for the credit or the account of the Borrower against any and on account of any of the Obligationsall obligations owing to such Lender, now or hereafter existing, irrespective of whether the Agent or not such Lender shall have made demand under this Agreement or any or all of the Loans Loan Document and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although whether such Obligations shall obligations may be contingent or unmatured. Notwithstanding anything Each Lender agrees to promptly notify Borrower and the Agent after any such setoff and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 10.9 are in addition to the contrary in this Section, if any Defaulting Lender shall exercise any such right other rights and remedies (including other rights of setoff) that such Lender may have. NOTWITHSTANDING THE FOREGOING, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. andNO LENDER SHALL EXERCISE, pending such paymentOR ATTEMPT TO EXERCISE, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentANY RIGHT OF SETOFF, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF BORROWER, THE REIT, ANY MANAGEMENT ENTITY OR ANY SUBSIDIARY HELD OR MAINTAINED BY ANY LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted to ------ the Administrative Agent, the Issuing Banks or the Lenders and any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such Lien or rights, upon the occurrence and during the continuance of any Event of Default, each Lender and Issuing Bank is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower 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 (general or special, including, but not limited to, including indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured but not including trust accounts) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such that Lender or Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to that Lender or Issuing Bank including, but not limited to, all Loans and Letter of Credit Obligations and all claims of any nature or description arising out of or connected with this Agreement or any of the Obligationsother Loan Documents, irrespective of whether or not (a) that Lender or Issuing Bank shall have made any demand hereunder or all (b) the Administrative Agent shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article X and although such Obligations shall said ---------- obligations and liabilities, or any of them, may be contingent or unmatured. Notwithstanding anything to Each Lender and Issuing Bank agrees that it shall not, without the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit express consent of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly that it shall, to the extent it is lawfully entitled to do so during the continuation of an Event of Default, upon the request of the Administrative Agent a statement describing in reasonable detail Agent, exercise its set-off rights ================================================================= hereunder against any accounts of the Obligations owing to Borrower now or hereafter maintained with such Defaulting Lender as to which it exercised such right of setoffor Issuing Bank.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Issuing Bank and any Affiliate of the Administrative Agent, any Lender or Issuing Bank or any Lender, and each Participant, is hereby authorized by the Borrowers at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any of their Affiliates to or for the credit or the account of the Borrower Borrowers against and on account of the Obligations of the Borrowers to such Lender, Issuing Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and 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 Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Collateral Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XII and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, the exercise its setoff rights hereunder against any accounts of any Borrower, any of its Subsidiaries, or a Guarantor now or hereafter maintained with such Lender, Issuing Banks and the Lenders and (y) Bank or any Affiliate of such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffor Issuing Bank.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrower at any time while that an Event of Default exists, without notice to 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, but not limited to, indebtedness special (including Indebtedness evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of Borrower arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and Letter of Credit Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder or all (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of Borrower now or hereafter 120 maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall exercise have no claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff12.5.

Setoff. Subject to Section 3.3. If an Event of Default shall have occurred and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bankbe continuing, each Lender, the Swingline Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, of their respective Affiliates is hereby authorized at any time while an Event of Default existsand from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited toprovisional or final, indebtedness evidenced by certificates of deposit, whether matured or unmaturedin whatever currency) and any other indebtedness at any time held or and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agentsuch Swingline Lender, such Issuing Bank or any such Lender, or such Participant, Affiliate to or for the credit or the account of the Borrower any Guarantor against and on account of any of and all the ObligationsObligations held by such Lender, such Swingline Lender, such Issuing Bank or their respective Affiliates which are then due and payable, irrespective of whether or not such Lender, such Swingline Lender, such Issuing Bank or such Affiliate shall have made any or all demand under this Guarantee and although any of the Loans Obligations is owed to a branch, office or Affiliate of such Lender, such Swingline Lender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender, the Swingline Lender, each Issuing Bank and all their respective Affiliates under this Article XI are in addition to other Obligations have been declared to be, or have otherwise become, due rights and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right remedies (including other rights of setoff) which such Lender, (x) all amounts so set off shall be paid over immediately such Swingline Lender, such Issuing Bank or their respective Affiliates may have. Each Lender, the Swingline Lender and each Issuing Bank agrees to promptly notify the applicable Guarantor and the Administrative Agent for further after any such setoff and application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from or any of its other funds Affiliates, provided that the failure to give such notice shall not affect the validity of such setoff and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.application. 095244-0033-Active.15951758.1 7 [SUBSIDIARY GUARANTEE]

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall exercise have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff12.5.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the ------ Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Issuing Bank and any Affiliate of the Administrative Agent, any Lender or Issuing Bank or any Lender, and each Participant, is hereby authorized by the Borrower at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any of their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender, Issuing Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and 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 Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article ------- XII and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything --- Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower, the Parent Guarantor or any of its Subsidiaries, now or hereafter maintained with such Lender, Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right Bank or any Affiliate of setoffeither of them.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan ------ Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder or all (ii) Agent, at the request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall exercise have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff12.5.

Setoff. Subject to Section 3.3. Regardless of the adequacy of any collateral, if any of the Obligations are due and in addition payable and have not been paid or any Event of Default shall have occurred, any deposits or other sums credited by or due from any of the Lenders to any rights now Credit Party and any securities or hereafter granted under Applicable Law and not by way of limitation other property of any Credit Party in the possession of such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank Lender or any Lender, and each Participantof its Affiliates may, at any time while an Event of Default existstime, without demand or notice to the Borrower or to any other Person, (any such notice being hereby expressly waivedwaived by each Credit Party), but in the case of an Issuing Bankwhole or in part, a Lender, an Affiliate of an Issuing Bank be applied to 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 by such Lender against the payment of Obligations and to appropriate and to apply any and all deposits (general other liabilities or specialobligations, includingdirect, but not limited toor indirect, indebtedness evidenced by certificates absolute or contingent, due or to become due, now existing or hereafter arising, of deposit, whether matured or unmatured) and any Credit Party to such Lender regardless of the adequacy of any other indebtedness at collateral securing the Loan. Each of the Lenders agrees with each other Lender that (i) if an amount to be set off is to be applied to Indebtedness of any time held or owing by the Administrative Agent, such Issuing Bank, Credit Party to such Lender, any Affiliate such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by the Term Note of the Administrative Agent, such Issuing Bank or such Lender, and (ii) if such Lender shall receive from any Credit Party or such Participantany other source, to or for the credit or the account whether by voluntary payment, exercise of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) 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 its ratable portion of the payments received by all amounts so set off of the Lenders with respect to the 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 such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be paid over immediately rescinded and the amount restored to the Administrative Agent for further application in accordance with the provisions extent of Section 3.9such recovery, but without interest. andANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, pending such paymentPRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentCREDITS OR OTHER PROPERTY OF ANY CREDIT PARTY ARE HEREBY KNOWINGLY, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffVOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, other Loan Party at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Loan Party or other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower or any other Loan Party, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower or any other Loan Party to that Lender or that subsequent holder under the Credit Documents, irrespective of whether or not that Lender or 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, provided 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, 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 Obligations have been declared to beLenders; provided, or have otherwise becomehowever, due and payable as permitted that if any such purchase is made by Section 11.2.any Lender, and although if such Obligations excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes at any time or from time to time subject to the Administrative Agent, each Issuing Bank, each Lender, each Affiliate consent of the Administrative Agent, any Issuing Bank Agent (such consent not to be unreasonably withheld or any Lender, and each Participant, at any time while an Event of Default existsdelayed), without notice to the Borrower or to any other PersonPerson (other than the Administrative Agent), any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower to that Lender or that subsequent holder under the Credit Documents, irrespective of whether or not that Lender or 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, provided 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, 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 Obligations have been declared to beLenders; provided, or have otherwise becomehowever, due and payable as permitted that if any such purchase is made by Section 11.2.any Lender, and although if such Obligations excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the Borrower hereby authorizes occurrence of, and throughout the Administrative Agentcontinuance of, any Event of Default, each Issuing Bank, each Lender, each Affiliate of Lender is hereby authorized by the Administrative Agent, any Issuing Bank or any Lender, and each Participant, Borrowers at any time while an Event of Default existsor from time to time, without prior notice to the such Borrower or to any other Person, any such prior notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, Lender to or for the credit or the account of the Borrower such Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of such Borrower to such Lender or that subsequent holder under the ObligationsCredit Documents, irrespective of whether or not 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 Obligations have been declared to beLenders; provided, or have otherwise becomehowever, due and payable as permitted that if any such purchase is made by Section 11.2.any Lender, and although if such Obligations excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary portion of such excess payment so recovered, but without interest; provided further, that in this Section, if the event that any Defaulting Lender shall exercise any such right of setoff, (xi) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. 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, the Issuing Banks Agent and the Lenders Lenders, and (yii) such 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.

Setoff. Subject (a) Borrower agrees that Lender has all rights of setoff and banker’s liens provided by applicable law. The Borrower agrees that, if at any time (i) any amount owing by it under this Agreement or any Financing Agreement is then due and payable to Section 3.3. the Lender, or (ii) a Default or an Event of Default shall have occurred and be continuing, then the Lender or the holder of any promissory note issued hereunder, in addition its sole discretion, may set off against and apply to the payment of any rights now and all Liabilities, any and all balances, credits, deposits, accounts or hereafter granted under Applicable Law and not by way moneys of the Borrower then or thereafter with the Lender or such holder. (a) Without limitation of any such rightsSection 2.10(a) hereof, the Borrower agrees that, upon and after the occurrence of any Event of Default or Default, the Lender is hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participantauthorized, at any time while and from time to time, without prior notice to the Borrower (provided, however, prior to an Event of Default existsthe Lender shall use reasonable efforts to provide notice of any such action within a reasonable time thereafter but the Lender shall not be liable for any failure to provide such notice), without notice (i) to set off against and to appropriate and apply to the payment of any and all Liabilities any and all amounts which the Lender is obligated to pay over to the Borrower (whether matured or to any other Personunmatured, any such notice being hereby expressly waivedand, but in the case of an Issuing Bankdeposits, 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 (whether general or special, includingtime or demand and however evidenced), but not limited toand (ii) pending any such action, indebtedness evidenced by certificates of depositto the extent necessary, whether matured or unmaturedto 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) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate The rights of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, Lender under this Section 2.10 are in addition to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations rights and remedies which the Lender may otherwise have been declared to be, in equity or have otherwise become, due and payable as permitted by Section 11.2at law., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan ------ Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Issuing Bank and any Affiliate of the Administrative Agent, any Lender or Issuing Bank or any Lender, and each Participant, is hereby authorized by the Borrowers at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any of their Affiliates to or for the credit or the account of the a Borrower against and on account of the Obligations of such Borrower to such Lender, Issuing Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or description arising out of or in connection herewith, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XI and although even though such Obligations shall may ---------- be contingent or unmatured. Notwithstanding anything Each Lender and Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, exercise its setoff rights hereunder against any -129- accounts of the Borrowers or their Subsidiaries now or hereafter maintained with such Lender, Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right Bank or any Affiliate of setoffeither of them.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, other Loan Party at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Loan Party or other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower or any other Loan Party, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower or any other Loan Party to that Lender or that subsequent holder under the Credit Documents, irrespective of whether or not that Lender or 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, provided 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, whether by setoff or all application of deposit balances or otherwise, in respect of the Term 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 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 Obligations have been declared to beLenders; provided, or have otherwise becomehowever, due and payable as permitted that if any such purchase is made by Section 11.2.any Lender, and although if such Obligations excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, each Lender and any Affiliate of any Lender is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, its Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender or any of the Obligationsits Affiliates, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or 131 description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or all (ii) the Payment and Disbursement Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., ARTICLE XI and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, exercise its setoff rights hereunder against any accounts of the Issuing Banks and the Lenders and (y) Borrower now or hereafter maintained with such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffor any Affiliate.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, Guarantor at any time while an Event of Default existsor from time to time, without notice to the Borrower Borrower, the Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, 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 and liabilities of any of the ObligationsBorrower or any Guarantor to that Lender or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents irrespective of whether or not (a) that Lender or that subsequent holder shall have made any or all of the Loans and all other Obligations have been declared to bedemand hereunder, or (b) the principal of or the interest on the Loans, the L/C Obligations or any other amounts due hereunder shall have otherwise become, become due and payable as permitted by Section 11.2., and although such Obligations shall said obligations and liabilities, or any of them, may be contingent or unmatured. Notwithstanding anything 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, on any of the Loans or L/C Obligations in excess of its ratable share of payments on all such Obligations then owed to the contrary in this SectionLenders 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 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 Defaulting Lender shall exercise such purchase is made by any Lender, and if such right of setoffexcess payment or part thereof is thereafter recovered from such purchasing Lender, (x) all amounts so set off the related purchases from the other Lenders shall be paid over immediately rescinded ratably and the purchase price restored as to the Administrative Agent for further application in accordance with the provisions portion of Section 3.9. andsuch excess payment so recovered, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan ------ Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Issuing Bank and any Affiliate of the Administrative Agent, any Lender or Issuing Bank or any Lender, and each Participant, is hereby authorized by the Borrowers at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any of their Affiliates to or for the credit or the account of the a Borrower against and on account of the Obligations of such Borrower to such Lender, Issuing Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or description arising out of or in connection herewith, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XI and although even though such Obligations shall may ---------- be contingent or unmatured. Notwithstanding anything Each Lender and Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrowers or their Subsidiaries now or hereafter maintained with such Lender, Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right Bank or any Affiliate of setoffeither of them.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation Law, upon the occurrence and during the continuance of any such rights, the Borrower hereby authorizes the Administrative AgentEvent of Default, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Lender and each Participant, its Affiliates is authorized at any time while an Event of Default existsand from time to time, without prior notice to the Borrower or to any other PersonLoan Party, any such notice being hereby expressly waived, but in waived by the case Borrower (on its own behalf and on behalf of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject each Loan Party and its Subsidiaries) to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by the Administrative Agentby, such Issuing BankLender and its Affiliates, such Lender, any Affiliate of as the Administrative Agent, such Issuing Bank or such Lender, or such Participantcase may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and on account of all Obligations owing to such Lender and its Affiliates hereunder or under any of the Obligationsother 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 or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Loan Document and although such Obligations shall may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary in this Sectioncontained herein, if any Defaulting no Lender or its Table of Contents Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent for further after any such set off and application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and deemed held in trust for the benefit application. The rights of the Administrative Agent, the Issuing Banks each Lender under this Section 11.09 are in addition to other rights and the Lenders and remedies (yincluding other rights of setoff) such Defaulting Lender shall provide promptly to that the Administrative Agent a statement describing in reasonable detail the Obligations owing to Agent, such Defaulting Lender as to which it exercised such right of setoffmay have.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness evidenced by special (including certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall exercise have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff13.5.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rightsEvent of Default, each Lender and the Fronting Bank and any Affiliate of any Lender or the Fronting Bank is, to the maximum extent permitted by applicable law, hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, Qualified Borrower at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by such Lender or the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Fronting Bank or such Lender, or such Participant, any of their Affiliates to or for the credit or the account of the Borrower and the Qualified Borrowers against and on account of the Obligations of the Borrower and the Qualified Borrowers to such Lender or the Fronting Bank or any of the Obligationstheir Affiliates, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender or the Fronting Bank shall have made any demand hereunder or all (ii) the Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due here under to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XI and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender and the Fronting Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, exercise its setoff rights hereunder against any accounts of the Issuing Banks Borrower and the Lenders and (y) Qualified Borrowers now or hereafter maintained with such Defaulting Lender shall provide promptly to or the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setofffronting Bank or any Affiliate.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and each subsequent holder of any Revolving Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Debt evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower to that Lender or that subsequent holder under the Credit Documents, irrespective of whether or not that Lender or 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, PROVIDED 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, whether by setoff or all application of deposit balances or otherwise, on any of the Loans and 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 Obligations have been declared to beLenders such amount of the Loans or L/C Obligations, or have otherwise becomeparticipations therein, due and payable held by each such other Lender as permitted 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 Section 11.2.any Lender, and although if such Obligations excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the Loan Documents to Administrative Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Administrative Agent or such Lender shall have made any demand hereunder, (ii) Administrative Agent, at the request or all with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (xextent that it is lawfully entitled to do so) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Administrative Agent, such Lender or any Affiliate of any of them, but no Borrower shall have any claim or cause of action against Administrative Agent or any Lender for any setoff made without the Issuing Banks consent of the Required Lenders and the Lenders 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 (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffextent required by Section 12.5.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law and not remedies of the Lenders provided by way of limitation Law, upon the occurrence and during the continuance of any such rights, the Borrower hereby authorizes the Administrative AgentEvent of Default, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Lender and each Participant, its Affiliates is authorized at any time while an Event of Default existsand from time to time, without prior notice to the Borrower or to any other PersonLoan Party, any such notice being hereby expressly waived, but in waived by the case Borrower (on its own behalf and on behalf of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject each Loan Party and its Subsidiaries) to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretionfullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, includingtime or demand, but not limited to, indebtedness evidenced by certificates of deposit, whether matured provisional or unmaturedfinal) and any other indebtedness at any time held or by, and other Indebtedness at any time owing by the Administrative Agentby, such Issuing BankLender and its Affiliates, such Lender, any Affiliate of as the Administrative Agent, such Issuing Bank or such Lender, or such Participantcase may be, to or for the credit or the account of the Borrower respective Loan Parties and their Subsidiaries against any and on account of all Obligations owing to such Lender and its Affiliates hereunder or under any of the Obligationsother 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 or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., Loan Document and although such Obligations shall may be contingent or unmaturedunmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary in this Sectioncontained herein, if any Defaulting no Lender or its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent for further after any such set off and application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated made by such Defaulting Lender from its other funds Lender; provided that the failure to give such notice shall not affect the validity of such setoff and deemed held in trust for the benefit application. The rights of the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender under this Section 10.09 are in addition to other rights and remedies (yincluding other rights of setoff) such Defaulting Lender shall provide promptly to that the Administrative Agent a statement describing in reasonable detail the Obligations owing to and such Defaulting Lender as to which it exercised such right of setoffmay have.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, during the Borrower hereby authorizes the Administrative Agent, each Issuing Bankcontinuance of any Event of Default, each Lender, any participant with such Lender in the Loans and each Affiliate of each Lender are hereby authorized by the Administrative Agent, any Issuing Bank or any Lender, and each Participant, Borrower at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Lender or any Affiliate of the Administrative Agent, such Issuing Bank any Lender or such Lender, or such Participant, any participant to or for the credit or the account of the Borrower against and on account of the Secured Obligations irrespective or whether or not (a) Agent or such Lender shall have made any demand under this Agreement or any of the ObligationsLoan Documents, irrespective of whether or (b) the Agent or not such Lender shall have declared any or all of the Loans and all other Secured Obligations have been declared to be, or have otherwise become, be due and payable as permitted by Section 11.2., 13.2 and although such Secured Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoffforegoing, (xi) all amounts so set off each Lender (other than NationsBank) agrees that it shall be paid over immediately to not, without the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit express consent of the Administrative AgentRequired Lenders, exercise its setoff rights hereunder against any accounts of Borrower now or hereafter maintained with such Lender or any Affiliate of such Lender and (ii) the Issuing Banks Agent and the Lenders and (y) such Defaulting agree that the Agent or any Lender shall provide promptly (to the Administrative Agent a statement describing in reasonable detail extent that it is lawfully entitled to do so) upon the Obligations owing to request of the Required Lenders, exercise its respective setoff rights hereunder against any accounts of Borrower now or hereafter maintained with the Agent, such Defaulting Lender as to which it exercised such or any Affiliate of any of them. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 16.24.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable 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 Lender and Issuing Bank and each subsequent holder of any Note is hereby authorized by the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, other Loan Party at any time while an Event of Default existsor from time to time, without notice to the Borrower or to any other Loan Party or other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank that Lender or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower or any other Loan Party, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of the ObligationsBorrower or any other Loan Party to that Lender or Issuing Bank or that subsequent holder under the Credit 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 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 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 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 participations therein held by each such other Lender as shall be necessary to cause such Lender or Issuing Bank to share such excess payment ratably with all the other Obligations have been declared to beLenders; provided, however, that if any such purchase is made by any Lender or have otherwise become, due and payable as permitted by Section 11.2.Issuing Bank, and although if such Obligations 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 contingent or unmatured. Notwithstanding anything rescinded ratably and the purchase price restored as to the contrary in this Sectionportion of such excess payment so recovered, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffbut without interest.

Setoff. Subject (i) The right to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, setoff against the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations First Installment Payment shall be contingent or unmatured. Notwithstanding anything to the contrary in this Sectionavailable, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. andsubsections (ii) and (iii) below, pending to compensate each Buyer Indemnitee for all Damages subject to indemnification pursuant to this Article VII, incurred or sustained by such paymentBuyer Indemnitee; provided, however, that any such claim for setoff against the First Installment Payment shall be segregated by such Defaulting Lender from its other funds subject to the limitations set forth in Sections 7.04 and deemed held in trust for 8.02. (ii) In the benefit event of a claim against the Administrative AgentFirst Installment Payment, the Issuing Banks and the Lenders and Buyer shall give notice (ya “Setoff Notice”) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing Seller specifying in reasonable detail the Obligations owing nature and dollar amount (or a good faith estimate of the dollar amount) of any Damages it has or may have sustained under this Article VII. If the Seller gives notice to the Buyer disputing any Damages (a “Counter Notice”) within fifteen (15) Business Days following receipt by the Seller of the Setoff Notice, such dispute will be resolved as provided in subsection (iii) below. If no Counter Notice is received by the Buyer within such fifteen-day (15-day) period, then the dollar amount of Damages claimed by the Buyer as set forth in its Setoff Notice shall be conclusively deemed a liability of the Seller for purposes of this Agreement and Buyer shall deduct the amount claimed in the Setoff Notice from the First Installment Payment. The Buyer may make more than one claim of Damages with respect to any underlying state of facts. If a Counter Notice is given with respect to a claim for setoff against the First Installment Payment, the parties shall resolve the conflict in accordance with the procedures set forth in Section 9.09. (iii) On the applicable date for payment of the First Installment Payment, the Buyer shall pay and distribute the First Installment Payment (less any amounts established for setoff pursuant to the provisions of this subsection 7.03(b) or in accordance with the procedures set forth in Section 9.09), unless any claims against the First Installment Payment are then pending, in which case an amount equal to the aggregate dollar amount (or a good faith estimate of the dollar amount) of such claims (as shown in the Setoff Notice with respect to such Defaulting Lender claims) shall be retained by the Buyer until the conflict is resolved in accordance with the procedures set forth in Section 12.09 and the balance of the First Installment Payment shall be paid to the Seller. (iv) In the event the Buyer retains any portion of the First Installment Payment that is later established (pursuant to the provisions of this subsection 7.03(b) or in accordance with the procedures set forth in Section 9.09) to be payable to the Seller (any such amount, the “Installment Balance”), the Buyer shall promptly pay to the Seller in cash an amount equal to the Installment Balance plus interest on the Installment Balance at a simple rate of five percent (5%) per annum commencing on the date set for payment of the First Installment Payment and the date the Buyer delivers the Installment Balance to the Seller. (v) Except as to which it exercised such right set forth in Sections 7.04 and 9.09, the Selling Parties and the Buyer agree that from and after the Closing claims for setoff against the First Installment Payment are the exclusive remedy of setoffthe Buyer for any breach of this Agreement by the Selling Parties.

Setoff. Subject to Section 3.3. and in In addition to any rights now or hereafter granted under Applicable Law applicable law and not by way of limitation of any such rights, upon the Borrower hereby authorizes occurrence of, and throughout the Administrative Agentcontinuance of, each Issuing Bankany Event of Default, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and the Swingline Lender and each Participant, subsequent holder of any Note is hereby authorized by the Borrowers at any time while an Event of Default existsor from time to time, without prior notice to the any Borrower or to any other Person, any such prior notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such that Lender, any Affiliate of the Administrative Agent, such Swingline Lender or that Issuing Bank or such Lender, or such Participant, that subsequent holder to or for the credit or the account of the Borrower a Borrower, whether or not matured, against and on account of any the due and unpaid obligations and liabilities of such Borrower to that Lender, the ObligationsSwingline Lender or that Issuing Bank or that subsequent holder under the Credit Documents, 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 any action taken by it under this Section 10.6, 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 participations therein held by each such other Lender, Swingline Lender or Issuing Bank as shall be necessary to cause such Lender, Swingline Lender or such Issuing Bank to share such excess payment ratably with all the other Obligations have been declared to beLenders, the Swingline Lender and the Issuing Banks; provided, however, that if any such purchase is made by any Lender, Swingline Lender or have otherwise become, due and payable as permitted by Section 11.2.any Issuing Bank, and although if such Obligations shall be contingent excess payment or unmatured. Notwithstanding anything to part thereof is thereafter recovered from such purchasing Lender, Swingline Lender or Issuing Bank, the contrary in this Sectionrelated purchases from the other Lenders, if any Defaulting Swingline Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, or the Issuing Banks shall be rescinded ratably and the Lenders and (y) such Defaulting Lender shall provide promptly purchase price restored as to the Administrative Agent a statement describing in reasonable detail the Obligations owing to portion of such Defaulting Lender as to which it exercised such right of setoffexcess payment so recovered, but without interest.

Setoff. Subject Borrower hereby grants to Section 3.3. each Lender a lien, security interest and in addition a right of setoff as security for all liabilities and obligations to any rights such Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter granted under Applicable Law and not by way in the possession, custody, safekeeping or control of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank Lender or any Lender, and each Participant, at entity under the control of such Lender or in transit to any time while of them which may be exercised only following the occurrence of an Event of Default existsDefault. At any time following the occurrence of an Event of Default, without notice to demand or notice, Agent or Lender may set off the Borrower same or any part thereof and apply the same to any other Person, any such notice being hereby expressly waived, but in the case liability or obligation of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, Borrower subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.923.2(f) even though unmatured and regardless of the adequacy of any other collateral securing the Loan. andANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, pending PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Agent shall not be required to marshal any present or future security for, or guarantees of, the obligations or to resort to any, such paymentsecurity or guarantee in any particular order and Borrower waives, shall be segregated by such Defaulting Lender from its other funds to the fullest extent that it lawfully can, (a) any right it might have to require Agent to pursue any particular remedy before proceeding against it and deemed held in trust for (b) any right to the benefit of, or to direct the application of the Administrative Agent, proceeds of any Collateral until the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing obligations are paid in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setofffull.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Issuing Bank and any Affiliate of the Administrative Agent, any Lender or Issuing Bank or any Lender, and is hereby authorized by each Participant, Borrower at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any of their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of the Borrowers to such Lender, Issuing Bank or any of their Affiliates, including, but not limited to, all Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in con nection with this Agreement or the ObligationsNotes, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder and under the Notes to be, or have otherwise become, be due and payable as permitted by Section 11.2., Article XI and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to upon the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit request of the Administrative AgentRequisite Lenders, the exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with such Lender, Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right Bank or any Affiliate of setoffeither of them.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under Applicable Law applicable law, upon the occurrence and not by way of limitation during the continuance of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing BankEvent of Default, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or and any Lender, and Lender Affiliate is hereby authorized by each Participant, Borrower at any time while an Event of Default existsor from time to time, without notice to 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 (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, any Lender Affiliate to or for the credit or the account of the such Borrower against and on account of any the Obligations of the ObligationsBorrowers to such Lender, Issuing Bank or any Lender Affiliate, including, but not limited to, all Loans and Letters of Credit and all claims of any nature or description arising out of or in connection with 146 this Agreement, irrespective of whether or not (i) such Lender or Issuing Bank shall have made any demand hereunder or all (ii) the Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., ARTICLE XII and although even though such Obligations shall may be contingent or unmatured. Notwithstanding anything Each Lender and each Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the contrary in this Sectionextent it is lawfully entitled to do so, if upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any Defaulting accounts of any Borrower or Guarantor now or hereafter maintained with such Lender, Issuing Bank or any Lender shall exercise Affiliate or either of them. Any Lender whose Lender Affiliate has exercised any such right of setoff, (x) all amounts so set set-off shall be paid over immediately agrees to provide the Administrative Agent for further application in accordance and ASOC with written notice thereof promptly after the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffoccurrence thereof.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter granted available under Applicable Law and not by way of limitation of any such rightsLaw, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, Agent and each Participant, Lender (and each of their respective Affiliates) is hereby authorized by Borrower at any time while that an Event of Default exists, without notice to 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of Borrower arising under the Loan Documents to Agent, such Lender or any of the Obligationstheir Affiliates, including all Loans and 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) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or all with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmaturedunmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of 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 contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of the Required Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but Borrower shall exercise not have a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated extent required by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffSECTION 12.5.

Setoff. Subject to Section 3.3. and in In addition to any Liens granted under any of the DIP Loan Documents and any rights and remedies now or hereafter granted available under Applicable Law and not by way (including other rights of limitation of any such rightssetoff), the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, DIP Agent and each Participant, DIP Lender (and each of their respective Affiliates) is hereby authorized by Borrowers at any time while that an Event of Default exists, without notice to the Borrower Borrowers 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, but not limited to, indebtedness special (including Debt evidenced by certificates of deposit, deposit whether matured or unmaturedunmatured (but not including trust accounts)) and any other indebtedness Debt at any time held or owing by the Administrative DIP Agent, such Issuing Bank, such Lender, DIP Lender or any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, their Affiliates to or for the credit or the account of the any Borrower against and on account of the Obligations of Borrowers arising under the DIP Loan Documents to DIP Agent, such DIP Lender or any of the Obligationstheir Affiliates, including all Revolver Loans and 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) DIP Agent or such DIP Lender shall have made any demand hereunder, (ii) DIP Agent, at the request or all with the consent of Required DIP Lenders, shall have declared the principal of and interest on the Revolver Loans and all other Obligations have been declared amounts due hereunder to be, or have otherwise become, be due and payable as permitted by Section 11.2., this Agreement and although even though such Obligations shall may be contingent or unmatured, or (iii) the Collateral for the Obligations is adequate. Notwithstanding anything the foregoing, each of DIP Agent and DIP Lenders agrees with each other that it shall not, without the express consent of Required DIP Lenders, and that it shall (to the contrary in this Sectionextent that it is lawfully entitled to do so) upon the request of Required DIP Lenders, if exercise its setoff rights hereunder against any Defaulting accounts of any Borrower now or hereafter maintained with DIP Agent, such DIP Lender or any Affiliate of any of them, but no Borrower shall exercise have a claim or cause of action against DIP Agent or any DIP Lender for any setoff made without the consent of Required 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 setoffsetoff provided for hereunder, (x) all amounts so set off such party shall be paid over immediately obligated to share any such setoff in the manner and to the Administrative Agent for further application in accordance with the provisions of extent required by Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff12.5.