Setoff. In addition to any rights and remedies of ​ provided by law, upon the occurrence and during the continuance of any Event of Default and the making of the request or the granting of the consent specified by [Section 9.02] to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of [Section 9.02], each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off 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 the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.

Setoff. In addition to, and without limitation of, any rights of the Holders of Secured Obligations under applicable law, if any Default occurs and is continuing, any Indebtedness from any Holder of Secured Obligations to any Borrower (including all account balances, whether provisional or final and whether or not collected or available) may be offset and applied toward the payment of the Secured Obligations owing to such Holder of Secured Obligations, whether or not the Secured Obligations, or any part hereof, shall then be due. It is understood and agreed that no deposits of the Subsidiary Borrower or Indebtedness held by or owing to the Subsidiary Borrower shall be offset by any Holder of Secured Obligations and applied towards the Secured Obligations incurred solely by or on behalf of the Company unless the Subsidiary Borrower shall be jointly and severally liable for all of the Secured Obligations at such time pursuant to [Section 1.4].

Setoff. If and to the extent an Event of Default under [Section 8.01(a)] of the Credit Agreement has occurred and is continuing, the Administrative Agent or any Lender may setoff and charge from time to time any amount so due against any or all of the ​’s accounts or deposits with the Administrative Agent or any Lender.

Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if a Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available, but excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) and any other indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of such Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due. Such Lender will promptly

Setoff Rights. ​ shall have the right to set off and apply against the Guaranteed Obligations, any and all deposits owing from ​ to Guarantor if Guarantor’s obligation to remit all or any portion of the Guaranteed Obligations has matured under this Guaranty irrespective of whether or not ​ shall have made any demand under this Guaranty. The rights and remedies of ​ hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) which ​ may have.

No Setoff. The obligations of Tenant under this Lease are separate and independent covenants and agreements, such that all such obligations of Tenant, including, without limitation the obligation to pay Rent and any other additional rent and other sums due hereunder, shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated, suspended or abated pursuant to an express provision of this Lease. Such waiver and acknowledgements by Tenant are a material inducement to Landlord entering into this Lease. To the extent of any conflicts or inconsistencies between the terms and provisions of this [Section 15.4] and the terms and provisions of the remainder of this Lease, the terms and provisions of this [Section 15.4] shall control. Except as expressly provided in this Lease, Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord and Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute or any Law and could reasonably expected to be deemed forever waived if not asserted by Tenant in such action.

If an Event of Default shall have occurred and be continuing, each ​, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such ​, the L/C Issuer or any such Affiliate to or for the credit or the account of the ​ or any other ​ against any and all of the obligations of the ​ or such ​ now or hereafter existing under this Agreement or any other Loan Document to such ​ or the L/C Issuer or their respective Affiliates, irrespective of whether or not such ​, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the ​ or such ​ may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such ​ or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting ​ shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the ​ for further application in accordance with the provisions of [Section 2.15] and, pending such payment, shall be segregated by such Defaulting ​ from its other funds and deemed held in trust for the benefit of the ​, the L/C Issuer and the ​, and # the Defaulting ​ shall provide promptly to the ​ a statement describing in reasonable detail the Secured Obligations owing to such Defaulting ​ as to which it exercised such right of setoff. The rights of each ​, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such ​, the L/C Issuer or their respective Affiliates may have. Each ​ and the L/C Issuer agrees to notify the ​ and the ​ 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.

Benefit of Setoff. ​ agrees that each Participant shall be deemed to have the right of setoff provided in [Section 11.1] in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in [Section 11.1] with respect to the amount of participating interests sold to each Participant. The ​ agree to share with each Participant, and each Participant, by exercising the right of setoff provided in [Section 11.1], agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with [Section 11.2] as if each Participant were a Lender.

Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor in any capacity (collectively, “Property”). The Bank shall have the right to set off Guarantor’s Property against any of Guarantor’s obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the State of New York, as amended from time to time, in addition to those under this Guaranty and other applicable law and agreements.

Setoff; Contingent or Disputed Claims. ​ agrees to pay all undisputed charges under this Agreement without counterclaim, set-off or deduction. In the event that ​ legitimately and reasonably disputes an invoiced amount, ​ will provide ​ with written notice of the amount in dispute and the basis for the dispute. ​ agrees that it will work with ​ to resolve the dispute reasonably and expeditiously within a thirty (30) day period.