Common use of Setoffs Clause in Contracts

Setoffs. Except as otherwise expressly provided for herein (including with respect to any Dex East Secured Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims with respect to letters of credit as provided in the definition of Other Secured Claims), each Reorganized Debtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, to the extent such Claims, rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder. In no event shall any holder of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or otherwise.

Setoffs. Except Without altering or limiting any of the rights and remedies of the Debtors and the Reorganized Debtors under section 502(d) of the Bankruptcy Code, all of which rights and remedies are hereby reserved, the Debtors and the Reorganized Debtors may, but shall not be required to, withhold (but not setoff except as otherwise expressly provided set forth below) from the distributions called for herein (including with respect hereunder on account of any Allowed Claim an amount equal to any Dex East Secured Credit Facility Claimsclaims, Dex West Secured Credit Facility ClaimsCauses of Action and Retained Litigation Claims of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, RHDI Secured Credit Facility at least ten (10) days prior to effectuating such withholding, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof to the applicable Holder of such Claim, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Retained Litigation Claims are adjudicated by Final Order or Claims with respect to letters of credit as provided in otherwise resolved against the definition of Other Secured Claims)applicable Holder, each the Debtors and the Reorganized DebtorDebtors may, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), Code or applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant to the Plan hereto on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claimsthe amount of such adjudicated or resolved claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, to the extent such Retained Litigation Claims, rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither . Neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan hereunder shall constitute a waiver or release by such the Debtors or the Reorganized Debtor Debtors of any such Claimsclaims, rights, and Causes of Action that or Retained Litigation Claims, all of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary herein, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Reorganized Debtor may possess against such holder. In no event shall any holder of Claims will not be entitled subject to set off any Claim against any Claim, right, by the Debtors or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff Debtors pursuant to section 553 of the Bankruptcy Code or otherwiseapplicable non-bankruptcy law, and the Debtors and the Reorganized Debtors hereby waive any and all rights of set-off against such Claims.

Setoffs. Except as otherwise expressly provided for herein (including with respect to any Dex East Secured Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims with respect to letters of credit as provided in the definition of Other Secured Claims)herein, each Reorganized Debtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the holder Holder of a Claim, may set off against any Allowed Claim (other than an Allowed Claim held by a Consenting Lender or a DIP Lender) and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claimsclaims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder Holder of such Allowed Claim, to the extent such Claims, rights, or Causes of Action against such holder Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, provided that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holderHolder. In no event shall any holder Holder of Claims a Claim be entitled to set off any such Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized Debtor, Debtor (as applicable), unless such holder Holder has filed Filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Effective Date, and notwithstanding any indication in any Proof proof of Claim or otherwise that such holder Holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise.

Setoffs. Except as otherwise expressly provided for herein (including with respect to any Dex East Secured Credit Facility Claimsherein, Dex West Secured Credit Facility Claimsthe Debtors, RHDI Secured Credit Facility Claims or Claims with respect to letters of credit the Reorganization Trust, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date ▇▇▇▇▇ City Debtors, and the Purchaser, as provided in the definition of Other Secured Claims), each Reorganized Debtor, applicable pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy nonbankruptcy law, or as may be agreed to by the holder Holder of a ClaimClaim or Interest, may set off against any Allowed Claim and or Interest (which setoff shall be made against the Allowed Claim or Interest, not against any distributions to be made pursuant to under the Plan on account of with respect to such Allowed Claim (before any distribution is made on account of such Allowed Claimor Interest), any Claims, rights, and Causes of Action of any nature that such any Debtor or Reorganized Debtor, as applicable, may hold against the holder Holder of such Allowed ClaimClaim or Interest, to the extent such Claims, rights, or Causes of Action against such holder Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure and any distribution to effect such which a setoff nor the allowance of any Claim pursuant to Holder is entitled under the Plan shall constitute a waiver be made on account of the Claim or release by such Reorganized Debtor Interest, as reduced after application of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holderthe setoff described above. In no event shall any holder Holder of Claims any Claim or Interest be entitled to set off any Claim or Interest against any Claim, right, or Cause of Action of the Debtors unless such Holder obtains entry of a Final Order entered by the Bankruptcy Court authorizing such setoff or unless such setoff is otherwise agreed to in writing by the Debtors, the Reorganization Trust, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date ▇▇▇▇▇ City Debtors, or Reorganized Debtorthe Purchaser, as applicable, unless and a Holder of a Claim or Interest; provided that, where there is no written agreement between the Debtors, the Reorganization Trust, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date ▇▇▇▇▇ City Debtors, or the Purchaser, as applicable and a holder of a claim authorizing such holder has filed a setoff nothing herein shall prejudice or be deemed to have prejudiced the rights of the Debtors, the Reorganization Trust, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date ▇▇▇▇▇ City Debtors, or the Purchaser to assert that any Holder’s setoff rights were required to have been asserted by motion with to the Bankruptcy Court requesting prior to the authority Effective Date. For the avoidance of doubt, EIX shall not be entitled to perform set off any claim against any Debtor except as provided in the EIX Settlement unless such setoff on or before is otherwise agreed to in writing by the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or otherwiseReorganization Trust.

Setoffs. Except as otherwise expressly provided for herein (including a) Subject to the obligations under Section 7.11, each Bank 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 its claims in respect of Letter of Credit Disbursements and principal and interest due with respect to any Dex East Secured Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of claims in respect of Letter of Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims Disbursements and principal and interest due with respect to letters of credit as provided any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the definition claims in respect of Other Secured Claims)Letter of Credit Disbursements and Notes held by the other Banks, each Reorganized Debtorand such other adjustments shall be made, as may be required so that all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to the Notes held by the Banks shall be shared by the Banks pro rata. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a claim in respect of a Letter of Credit Disbursement or in a Note, whether or not acquired pursuant to the Bankruptcy Code (including section 553 foregoing arrangements, may exercise rights of the Bankruptcy Code), applicable non-bankruptcy law, setoff or counterclaim and other rights with respect to such participation as may be agreed to by the fully as if such holder of a Claim, may set off against participation were a direct creditor of the Borrower in the amount of such participation. (b) In addition to any Allowed Claim rights and remedies of the distributions to be made pursuant Banks provided by law but subject to the Plan on account obligations under Section 7.11, each Bank shall have the right, without prior notice the Borrower or any of such Allowed Claim (before any distribution is made on account of such Allowed Claim)its Subsidiaries, any Claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, notice being expressly waived to the extent such Claimspermitted by applicable law, rightsupon any amount becoming due and payable by the Borrower or any of its Subsidiaries hereunder (whether at the stated maturity, by acceleration or Causes otherwise) or under any of Action the other Loan Documents, to set off and appropriate and apply against such holder have amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bank or any branch or agency thereof to or for the credit or the account of the Borrower or any of its Subsidiaries, as the case may be, and whether or not been such Bank is otherwise compromised or settled on or prior fully secured. Each Bank agrees promptly to notify the Effective Date (whether pursuant to Borrower and the Plan or otherwise); Agents after any such setoff and application made by such Bank, provided, however, that neither the failure to effect give such a setoff nor notice shall not affect the allowance validity of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder. In no event shall any holder of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Dateand application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO DIRECT THE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY THE BANKS OF THEIR RIGHT OF SET–OFF UNDER THIS SECTION ARE HEREBY KNOWINGLY, and notwithstanding any indication in any Proof of Claim or otherwise that such holder assertsVOLUNTARILY AND IRREVOCABLY WAIVED. THIRD AMENDED AND RESTATED CREDIT AGREEMENT, has, or intends to preserve any right of setoff pursuant to section 553 or otherwise.Page 75

Setoffs. Except as otherwise expressly provided for herein (including with respect to any Dex East Secured Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims with respect to letters of credit as provided in the definition of Other Secured Claims)herein, each Reorganized Debtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the holder Holder of a Claim, may (but shall not be required to) set off against any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claimsclaims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder Holder of such Allowed Claim, to the extent such Claimsclaims, rights, or Causes of Action against such holder Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claimsclaims, rights, and Causes of Action that such Reorganized Debtor may possess against such holderHolder. In Other than as permitted under the Bankruptcy Code, in no event shall any holder Holder of Claims be entitled to set off any such Claim against any Claimclaim, right, or Cause of Action of the Debtor or Reorganized Debtor, Debtor (as applicable), unless such holder Holder has filed Filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder Holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise.

Setoffs. Except as otherwise expressly provided for herein (including a) Each Bank 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 its claims in respect of Letter of Credit Disbursements and principal and interest due with respect to any Dex East Secured Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of claims in respect of Letter of Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims Disbursements and principal and interest due with respect to letters of credit as provided any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the definition claims in respect of Other Secured Claims)Letter of Credit Disbursements and Notes held by the other Banks, each Reorganized Debtorand such other adjustments shall be made, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed required so that all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to the Notes held by the holder of a Claim, may set off against any Allowed Claim and Banks shall be shared by the distributions to be made pursuant to Banks pro rata; provided that nothing in this Section shall impair the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claims, rights, and Causes of Action right of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, Bank to the extent such Claims, rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder. In no event shall any holder of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of a Borrower other than its indebtedness under the Loan Documents. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a claim in respect of a Letter of Credit Disbursement or in a Note, whether or not acquired pursuant to section 553 the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. (b) In addition to any rights and remedies of the Banks provided by law, each Bank shall have the right, without prior notice the Company or any of its Subsidiaries, any such notice being expressly waived to the extent permitted by applicable law, upon any amount becoming due and payable by the Company or any of its Subsidiaries hereunder (whether at the stated maturity, by acceleration or otherwise) or under any of the other Loan Documents, after acceleration of the Obligations hereunder has occurred and is continuing, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bank or any branch or agency thereof to or for the credit or the account of the Company or any of its Subsidiaries, as the case may be, and whether or not such Bank is otherwise fully secured. Each Bank agrees promptly to notify the Company and the Agent after any such setoff and application made by such Bank, provided, that the failure to give such notice shall not affect the validity of such setoff and application. ANY AND ALL RIGHTS TO REQUIRE THE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY THE BANKS OF THEIR RIGHT OF SET-OFF UNDER THIS SECTION ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Notwithstanding the foregoing in this Section 9.04(b), the rights of the Agent and each of the Banks under this Section 9.04(b) are in addition to any and all other rights and remedies (including, without limitation, other rights of set-off) which the Agent or such Bank may have at law or in equity.

Setoffs. Except with respect to the Term Loan Facility Claims, ABL Facility Claims, DIP Facility Claims, or as otherwise expressly provided for herein (including with respect to any Dex East Secured Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims with respect to letters of credit as provided in the definition of Other Secured Claims)herein, each Reorganized Debtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, to the extent such Claims, rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder. In no event shall any holder of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise.

Setoffs. Except as otherwise expressly provided for herein (including a) Each Bank 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 its claims in respect of Letter of Credit Disbursements and principal and interest due with respect to any Dex East Secured Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of claims in respect of Letter of Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims Disbursements and principal and interest due with respect to letters of credit as provided any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the definition claims in respect of Other Secured Claims)Letter of Credit Disbursements and Notes held by the other Banks, each Reorganized Debtorand such other adjustments shall be made, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed required so that all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to the Notes held by the holder of a Claim, may set off against any Allowed Claim and Banks shall be shared by the distributions to be made pursuant to Banks pro rata; provided that nothing in this Section shall impair the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claims, rights, and Causes of Action right of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, Bank to the extent such Claims, rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder. In no event shall any holder of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of a Borrower other than its indebtedness under the Loan Documents. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a claim in respect of a Letter of Credit Disbursement or in a Note, whether or not acquired pursuant to section 553 the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. (b) In addition to any rights and remedies of the Banks provided by law, each Bank shall have the right, without prior notice the Borrower or any of its Subsidiaries, any such notice being expressly waived to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower or any of its Subsidiaries hereunder (whether at the stated maturity, by acceleration or otherwise) our under any of the other Loan Documents, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bank or any branch or agency thereof to or for the credit or the account of the Borrower or any of its Subsidiaries, as the case may be, and whether or not such Bank is otherwise fully secured. Each Bank agrees promptly to notify the Borrower and the Agent after any such setoff and application made by such Bank, provided, that the failure to give such notice shall not affect the validity of such setoff and application. ANY AND ALL RIGHTS TO REQUIRE THE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY THE BANKS OF THEIR RIGHT OF SET-OFF UNDER THIS SECTION ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoffs. Except as otherwise expressly provided for herein If (including a) any Lender, or any lender under any Eligible Credit Facility, exercises any right of setoff, banker's lien or similar right with respect to any Dex East Collateral for payment of any Secured Obligations, each of the Secured Parties agrees with each other Secured Party that if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Lender or such lender, as the case may be, other than the Bank Debt, such amount shall be applied ratably to such other Indebtedness and to the Bank Debt, and (b) any Secured Party, Lender, lender under any Eligible Credit Facility Claimsor Debenture Holder shall receive from the Borrowers, Dex West Secured whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim on the Bank Debt or Debenture Debt by proceedings against the Borrowers 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 Bank Debt or Debenture Debt held by such Person any amount from the Collateral in excess of its ratable portion of the payments received by the other Lenders, lenders under any Eligible Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims Debenture Holders with respect to letters of credit as provided in the definition of Other Secured Claims), each Reorganized Debtor, pursuant to the Bankruptcy Code (including section 553 Bank Debt and Debenture Debt held by all of the Bankruptcy Code)Lenders, applicable non-bankruptcy lawlenders under any Eligible Credit Facility and Debenture Holders as contemplated by this Agreement, such Person will make such disposition and arrangements with the other Lenders, lenders under any Eligible Credit Facility and Debenture Holders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise, as may shall result in each Lender, lender under any Eligible Credit Facility or Debenture Holder receiving in respect of the Bank Debt or Debenture Debt 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 or lender under any Eligible Credit Facility, such disposition and arrangements shall be agreed to by the holder of a Claim, may set off against any Allowed Claim rescinded and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, amount restored to the extent of such Claimsrecovery, rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder. In no event shall any holder of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or otherwisebut without interest.

Setoffs. Except as otherwise expressly provided for herein (including with respect to any Dex East Secured Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims with respect to letters of credit as provided in the definition of Other Secured Claims)Confirmation Order, each and subject to applicable Law, the Debtors or Reorganized DebtorDebtors, as applicable, or such Entity’s designee (including, without limitation, the Disbursing Agent) may, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may otherwise be agreed to by the holder Holder of a Claim, may set off against any Allowed Claim and (which setoff shall be made against the Allowed Claim, not against any distributions to be made pursuant under this Plan and the Confirmation Order with respect to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claims, rights, rights and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, Debtor may hold against the holder Holder of such Allowed Claim, to the extent such Claims, rights, rights or Causes of Action against such holder Holder have not been otherwise compromised released, waived, relinquished, exculpated, compromised, or settled on or prior to the Effective Date (whether pursuant to this Plan, the Plan Confirmation Order or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes any distribution to which a Holder is entitled under this Plan and the Confirmation Order shall be made on account of Action that such Reorganized Debtor may possess against such holderthe Allowed Claim, as reduced after application of the setoff described above. In no event shall any holder Holder of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor Debtors or the Reorganized Debtor, as applicable, Debtors unless such holder has filed Holder obtains entry of a motion with Final Order entered by the Bankruptcy Court requesting the authority to perform authorizing such setoff on or before such setoff is otherwise agreed to in writing by the Confirmation Debtors or the Reorganized Debtors and such Holder of a Claim; provided, however, that, where there is no written agreement between the Debtors and a Holder of a Claim authorizing such setoff, nothing herein shall prejudice or be deemed to have prejudiced the Debtors’ rights to assert that any Holder’s setoff rights were required to have been asserted by motion to the Bankruptcy Court prior to the Effective Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or otherwise.

Setoffs. Except as otherwise expressly provided for herein (including a) Subject to the obligations under Section 7.11, each Bank 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 its claims in respect of Letter of Credit Disbursements and principal and interest due with respect to any Dex East Secured Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of claims in respect of Letter of Credit Facility Claims, Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims Disbursements and principal and interest due with respect to letters of credit as provided any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the definition claims in respect of Other Secured Claims)Letter of Credit Disbursements and Notes held by the other Banks, each Reorganized Debtorand such other adjustments shall be made, as may be required so that all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to the Notes held by the Banks shall be shared by the Banks pro rata. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a claim in respect of a Letter of Credit Disbursement or in a Note, whether or not acquired pursuant to the Bankruptcy Code (including section 553 foregoing arrangements, may exercise rights of the Bankruptcy Code), applicable non-bankruptcy law, setoff or counterclaim and other rights with respect to such participation as may be agreed to by the fully as if such holder of a Claim, may set off against participation were a direct creditor of the Borrower in the amount of such participation. (b) In addition to any Allowed Claim rights and remedies of the distributions to be made pursuant Banks provided by law but subject to the Plan on account obligations under Section 7.11, each Bank shall have the right, without prior notice the Borrower or any of such Allowed Claim (before any distribution is made on account of such Allowed Claim)its Subsidiaries, any Claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, notice being expressly waived to the extent such Claimspermitted by applicable law, rightsupon any amount becoming due and payable by the Borrower or any of its Subsidiaries hereunder (whether at the stated maturity, by acceleration or Causes otherwise) or under any of Action the other Loan Documents, to set off and appropriate and apply against such holder have amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bank or any branch or agency thereof to or for the credit or the account of the Borrower or any of its Subsidiaries, as the case may be, and whether or not been such Bank is otherwise compromised or settled on or prior fully secured. Each Bank agrees promptly to notify the Effective Date (whether pursuant to Borrower and the Plan or otherwise); Agents after any such setoff and application made by such Bank, provided, however, that neither the failure to effect give such a setoff nor notice shall not affect the allowance validity of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder. In no event shall any holder of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Dateand application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO DIRECT THE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY THE BANKS OF THEIR RIGHT OF SET-OFF UNDER THIS SECTION ARE HEREBY KNOWINGLY, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or otherwiseVOLUNTARILY AND IRREVOCABLY WAIVED.

Setoffs. Except Without altering or limiting any of the rights and remedies of the Debtors and the Reorganized Debtors under section 502(d) of the Bankruptcy Code, all of which rights and remedies are hereby reserved, the Debtors and the Reorganized Debtors may, but shall not be required to, withhold (but not setoff except as otherwise expressly provided set forth below) from the distributions called for herein (including with respect hereunder on account of any Allowed Claim an amount equal to any Dex East Secured Credit Facility Claimsclaims, Dex West Secured Credit Facility ClaimsCauses of Action and Litigation Claims of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, RHDI Secured Credit Facility at least ten (10) days prior to effectuating such withholding, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof to the applicable Holder of such Claim, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Litigation Claims are adjudicated by Final Order or Claims with respect to letters of credit as provided in otherwise resolved against the definition of Other Secured Claims)applicable Holder, each the Debtors and the Reorganized DebtorDebtors may, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), Code or applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant to the Plan hereto on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any Claimsthe amount of such adjudicated or resolved claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, to the extent such Litigation Claims, rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither . Neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan hereunder shall constitute a waiver or release by such the Debtors or the Reorganized Debtor Debtors of any such Claimsclaims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder. In no event shall any holder or Litigation Claims, all of Claims be entitled which are reserved unless expressly released or compromised pursuant to set off any Claim against any Claim, right, this Plan or Cause of Action of the Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 or otherwiseOrder.