Common use of Set-Off and Waiver Clause in Contracts

Set-Off and Waiver. Each Guarantor waives any right to assert against any Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or the Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided that no Guarantor shall at any time be required to waive any defense of termination of this Guaranty Agreement and all of the Guarantors’ Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Guaranteed Party or otherwise in the possession or control of such Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Party, whether now existing or hereafter established; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. For the purposes of this Section 7, all remittances and property shall be deemed to be in the possession of a Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives waives, to the extent permitted by Law, any right to assert against any Guaranteed Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Guaranteed Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided . Each Guarantor agrees that no Guarantor each Secured Party shall at any time be required to waive any defense of termination of this Guaranty Agreement and have a lien for all of the Guarantors’ Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations to the Guaranteed Parties then due and in of such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and Guarantor upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Guaranteed Secured Party or otherwise in the possession or control of such Guaranteed Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed such Secured Party, whether now existing or hereafter established; provided, that and hereby authorizes each Secured Party from and after the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Guarantor’s Obligations of such GuarantorGuarantor to the Secured Parties as are then due, in such amounts as provided for in the Credit Agreement or otherwise as they may elect (subject to any restrictions set forth in Section 1 hereof). For the purposes of this Section 78, all remittances and property shall be deemed to be in the possession of a Guaranteed Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.. Form of Guaranty CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

Set-Off and Waiver. Each Guarantor CSI waives any right to assert against Agent or any Guaranteed Party Lender as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ the Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor CSI may now or at any time hereafter have against the Borrower or the Guaranteed Benefited Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided that no Guarantor shall CSI. If at any time be required hereafter the Benefited Parties employ counsel for advice or other representation to waive enforce any defense of termination of this Guaranty Agreement and all of the Guarantors’ Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations that arise out of an Event of Default, then, in any of the foregoing events, all of the reasonable attorneys’ fees arising from such services and all expenses, costs and charges in any way or respect arising in connection therewith or relating thereto shall be paid by CSI to Agent, for the Guaranteed Parties then due benefit of the Benefited Parties, on demand. CSI agrees that Agent and in such amounts as provided each Lender shall have a lien for in the Credit Agreement or otherwise as they may elect, any and all Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accountsaccounts of any kind, now or hereafter pledged, mortgaged, transferred or assigned to Agent or such Guaranteed Party Lender or otherwise in the possession or control of Agent or such Guaranteed Party Lender (other than for safekeeping) for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, CSI and including any balance of any deposit account or of any credit of CSI with Agent or such Guarantor with the Guaranteed PartyLender, whether now existing or hereafter established; provided, that hereby authorizing Agent and each Lender from and after the occurrence of an Event of Default giving rise to any of Guarantor’s Obligations at any time or times with or without prior notice to apply such balances or any part thereof to such of Guarantor’s Obligations to the extent prohibited by applicable law Lenders then past due and in such amounts as described in they may elect, and whether or not the definition collateral or the responsibility of “Excluded Swap Obligations,” no amounts received fromother Persons primarily, secondarily or set off with respect to, any Guarantor shall otherwise liable may be applied to any Excluded Swap Obligations of such Guarantordeemed adequate. For the purposes of this Section 75.06, all remittances and property shall be deemed to be in the possession of a Guaranteed Party Agent or such Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Guaranteed Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Guaranteed Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided . Each Guarantor agrees that no Guarantor each Secured Party shall at any time be required to waive any defense of termination of this Guaranty Agreement and have a lien for all of the Guarantors’ Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Guaranteed Secured Party or otherwise in the possession or control of such Guaranteed Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Secured Party, whether now existing or hereafter established; provided, that and hereby authorizes each Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the extent prohibited by applicable law Secured Parties then due and in such amounts as described provided for in the definition of “Excluded Swap Obligations,” no amounts received from, Credit Agreement or set off with respect to, any Guarantor otherwise as they may elect. The Guarantors agree that the Guarantors shall be applied and remain jointly and severally liable for any deficiency remaining after foreclosure or other realization on any lien or security interest securing the Guarantors’ Obligations, whether or not the liability of the Borrowers or any other obligor for such deficiency is discharged pursuant to any Excluded Swap Obligations of such Guarantorstatute or judicial decision. For the purposes of this Section 7, all remittances and property shall be deemed to be in the possession of a Guaranteed Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each The Guarantor waives any right to assert against any Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ the Guarantor’s Obligations, any defense (legal or equitable) or other claim which such the Guarantor may now or at any time hereafter have against the Canadian Borrower or any or all of the Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such the Guarantor; . In addition to any rights and remedies of the Guaranteed Parties provided that no Guarantor shall by law, upon the occurrence and during the continuance of any Event of Default, each Guaranteed Party is authorized at any time be required and from time to waive any defense of termination of this Guaranty Agreement and all of the Guarantors’ Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereoftime, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to the Guarantor, any such notice being waived by the Guarantor 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 Guaranteed Party to or for the credit or the account of the Guarantor against any and all Guarantor’s Obligations owing to such Guaranteed Party, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Guaranteed Party shall have made demand under this Guaranty Agreement or any other Loan Document and although the Guarantor’s Obligations may be contingent or unmatured or denominated in a currency other than that of the deposit account. Each Guaranteed Party agrees promptly to notify the Guarantor and the Administrative Agent after any such set-off and apply to such of the Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to application made by such Guaranteed Party or otherwise in the possession or control of such Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Party, whether now existing or hereafter established; provided, however, that the failure to give such notice shall not affect the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations validity of such Guarantor. For the purposes of this Section 7, all remittances set-off and property shall be deemed to be in the possession of a Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other baileeapplication.

Set-Off and Waiver. Each Guarantor waives any right to assert against the Agent or any Guaranteed Party Lender as a defense, counterclaim, set-off, recoupment off or cross claim in respect of its Guarantors’ Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower Borrower, the Agent or the Guaranteed Parties Lenders, without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided that no Guarantor shall . If at any time be required hereafter the Agent or any Lender employs counsel for advice or other representation to waive any defense of termination of this Guaranty Agreement and all of enforce the Guarantors’ ' Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence that arise out of an Event of Default at Default, then, in any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations foregoing events, all of the reasonable attorneys' fees arising from such services and all expenses, costs and charges in any way or respect arising in connection therewith or relating thereto shall be jointly and severally paid by the Guarantors to the Guaranteed Parties then due Agent, for the benefit of the Secured Parties, on demand. Each Guarantor agrees that the Agent and in such amounts as provided each Lender shall have a lien for in all the Credit Agreement or otherwise as they may elect, any and Guarantors' Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accountsaccounts thereof, now or hereafter pledged, mortgaged, transferred or assigned to the Agent or such Guaranteed Party Lender or otherwise in the possession or control of the Agent or such Guaranteed Party Lender (other than for safekeeping) for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, Guarantor and including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed PartyAgent or such Lender, whether now existing or hereafter established; provided, that hereby authorizing the Agent and each Lender from and after the occurrence of an Event of Default giving rise to the extent prohibited by applicable law Guarantors' Obligations at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantors' Obligations to the Lenders then past due and in such amounts as described in they may elect, and whether or not the definition collateral or the responsibility of “Excluded Swap Obligations,” no amounts received fromother Persons primarily, secondarily or set off with respect to, any Guarantor shall otherwise liable may be applied to any Excluded Swap Obligations of such Guarantordeemed adequate. For the purposes of this Section 7paragraph, all remittances and property shall be deemed to be in the possession of a Guaranteed Party the Agent or such Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each To the extent permitted by law, each Subsidiary Guarantor waives any right to assert against any Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Subsidiary Guarantor’s Obligations, any defense (legal or equitable) or other claim which that such Subsidiary Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Subsidiary Guarantor; provided . Each Subsidiary Guarantor agrees that no in connection with its Subsidiary Guarantor’s Obligations owed to each Guaranteed Party, such Guaranteed Party shall have a right of offset with respect to all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter in the possession or control of such Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Subsidiary Guarantor, including any balance of any deposit account or of any credit of such Subsidiary Guarantor shall at any time be required to waive any defense of termination of this Guaranty Agreement and all of with the Guarantors’ Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereofGuaranteed Party, whether now existing or hereafter established, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off setoff and apply such balances or any part thereof to such of the Subsidiary Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Guaranteed Party or otherwise in the possession or control of such Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Party, whether now existing or hereafter established; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. For the purposes of this Section 78, all remittances and property shall be deemed to be in the possession of a Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor The Company waives any right to assert against any Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ the Company’s Obligations, any defense (legal or equitable) or other claim which such Guarantor the Company may now or at any time hereafter have against the Borrower any other Loan Party or any or all of the Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided the Company. The Company agrees that no Guarantor if an Event of Default shall have occurred and be continuing, each Guaranteed Party is hereby authorized at any time be required and from time to waive time, to the fullest extent permitted by applicable Law, to set off and apply any defense 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 Guaranteed Party to or for the credit or the account of termination of this Guaranty Agreement the Company against any and all of the Guarantors’ Obligations hereunder obligations of the Company now or hereafter existing under this Company Guaranty or any other Loan Document to such Guaranteed Party, irrespective of whether or not such Guaranteed Party shall have made any demand under this Company Guaranty or any other Loan Document and although such obligations of the Company may be contingent or unmatured or are owed to a branch or office of such Guaranteed Party different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in 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 19 hereof. Until this Guaranty 2.18 of the Credit Agreement is terminated pursuant to Section 19 hereofand, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and subject (y) the Defaulting Lender shall provide promptly to Section 12 hereof, each Guarantor hereby authorizes 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 Guaranteed Party from and after the occurrence their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to setoff) that such Guaranteed Party or otherwise in their respective Affiliates may have. Each Guaranteed Party agrees to notify the possession or control 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 Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Party, whether now existing or hereafter established; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. For the purposes of this Section 7, all remittances setoff and property shall be deemed to be in the possession of a Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other baileeapplication.

Set-Off and Waiver. Each Guarantor waives any right to assert against the Secured Parties or any Guaranteed Party of their respective Affiliates (the "Setoff Parties") as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Guarantor's Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any or all of the Guaranteed Setoff Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. If an Event of Default shall have occurred and be continuing, each Setoff Party is hereby authorized at any time and from time to time, 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, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Setoff Party to or for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor now or hereafter existing under this Guaranty or any other Loan Document held by such Setoff Party, irrespective of whether or not such Setoff Party shall have made any demand under this Guaranty or any other Loan Document and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that no Guarantor in the event that any Defaulting Lender shall at exercise any time such right of setoff (x) all amounts so set off shall be required paid over immediately to waive any defense the Administrative Agent for further application in accordance with the provisions of termination of this Guaranty Agreement and all Section 2.22 of the Guarantors’ Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations hereunder owing to such Defaulting Lender as to which it exercised such right of setoff. In the event that amounts set off in one currency are applied to obligations in a different currency, the rate of exchange shall be determined by the Administrative Agent in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such 1.6 of the Guarantor’s Obligations Credit Agreement. The rights of each Setoff Party under this Section are in addition to other rights and remedies (including other rights of setoff) which such Setoff Party may have. Each Setoff Party agrees to notify the Guaranteed Parties then due Borrower and in the Administrative Agent promptly after any such amounts as setoff and application, provided for in that the Credit Agreement or otherwise as they may elect, any and all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned failure to give such Guaranteed Party or otherwise in notice shall not affect the possession or control validity of such Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Party, whether now existing or hereafter established; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorsetoff and application. For the purposes of this Section 78, all remittances and property shall be deemed to be in the possession of a Guaranteed Setoff Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against the Secured Parties or any Guaranteed Party of their respective Affiliates (the “Setoff Parties”) as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any or all of the Guaranteed Setoff Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. If an Event of Default shall have occurred and be continuing, each Setoff Party is hereby authorized at any time and from time to time, 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, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Setoff Party to or for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor now or hereafter existing under this Guaranty or any other Loan Document held by such Setoff Party, irrespective of whether or not such Setoff Party shall have made any demand under this Guaranty or any other Loan Document and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that no Guarantor in the event that any Defaulting Lender shall at exercise any time such right of setoff (x) all amounts so set off shall be required paid over immediately to waive any defense the Administrative Agent for further application in accordance with the provisions of termination of this Guaranty Agreement and all Section 2.22 of the Guarantors’ Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations hereunder owing to such Defaulting Lender as to which it exercised such right of setoff. In the event that amounts set off in one currency are applied to obligations in a different currency, the rate of exchange shall be determined by the Administrative Agent in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such 1.6 of the Guarantor’s Obligations Credit Agreement. The rights of each Setoff Party under this Section are in addition to other rights and remedies (including other rights of setoff) which such Setoff Party may have. Each Setoff Party agrees to notify the Guaranteed Parties then due Borrower and in the Administrative Agent promptly after any such amounts as setoff and application, provided for in that the Credit Agreement or otherwise as they may elect, any and all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned failure to give such Guaranteed Party or otherwise in notice shall not affect the possession or control validity of such Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Party, whether now existing or hereafter established; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorsetoff and application. For the purposes of this Section 78, all remittances and property shall be deemed to be in the possession of a Guaranteed Setoff Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Guaranteed Secured12.9 Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Guaranteed Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided . Each Guarantor agrees that no Guarantor each Secured Party shall at any time be required to waive any defense of termination of this Guaranty Agreement and have a lien for all of the Guarantors’ Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Guaranteed Secured Party or otherwise in the possession or control of such Guaranteed Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Secured Party, whether now existing or hereafter established, and hereby authorizes each Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantors’ Obligations to the Secured Parties then due and in such amounts as provided for in this Agreement or otherwise as they may elect. Waiver of Notice; provided, that Subrogation.12.10 Each Guarantor hereby waives to the extent not otherwise expressly prohibited by(a) applicable Law notice of the following events or occurrences: (i) acceptance of the Guaranty set forth in this Article XII; (ii) the Lenders’ heretofore, now or from time to time hereafter making Loans and issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower or any other Loan Party, or otherwise entering into arrangements with any Loan Party giving rise to Guaranteed Liabilities, whether pursuant to this Agreement or the Notes or any other Loan Document or Related Agreement or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) presentment, demand, default, non-payment, partial payment and protest; and (iv) any other event, condition, or occurrence described in Section 12.3. Each Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from its Guarantors’ Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. 147 Each Guarantor hereby agrees that payment or performance by such Guarantor of(b) its Guarantors’ Obligations under this Article XII may be enforced by the Administrative Agent on behalf of the Secured Parties upon demand by the Administrative Agent to such Guarantor without the Administrative Agent being required, such Guarantor expressly waiving to the extent not otherwise expressly prohibited by applicable law as described in Law any right it may have to require the definition Administrative Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other Guarantor or any other guarantor of “Excluded Swap Obligations,” no amounts received fromthe Guaranteed Liabilities, or set off (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Administrative Agent or any Lender or other party to a Related Agreement by the Borrower, any other Guarantor or any other Person on account of the Guaranteed Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED BY SUCH GUARANTOR THAT DEMAND UNDER THE GUARANTY SET FORTH IN THIS ARTICLE XII MAY BE MADE BY THE ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING. Each Guarantor further agrees that such Guarantor shall not exercise any of its(c) rights of subrogation, reimbursement, contribution, indemnity or recourse to security for the Guaranteed Liabilities until at least 95 days immediately following the Termination Date shall have elapsed without the filing or commencement, by or against any Loan Party, of any state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, such Loan Party or its assets. If an amount shall be paid to any Guarantor on account of such rights at any time prior to the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent, for the benefit of the Secured Parties, to be credited and applied upon the Guarantors’ Obligations, whether matured or unmatured, in accordance with the terms of this Agreement or otherwise as the Secured Parties may elect. The agreements in this subsection shall survive repayment of all of the Guarantors’ Obligations, the termination or expiration of this Agreement in any manner and occurrence of the Termination Date. No Stay. Without limitation of any other provision set forth in this Article XII, if any12.11 declaration of default or acceleration or other exercise or condition to exercise of rights or remedies under or with respect to any Guarantors’ Obligation or any of the Guaranteed Liabilities shall at any time be stayed, enjoined, or prevented for any reason (including but not limited to stay or injunction resulting from the pendency against any Loan Party or any other Person of a bankruptcy, insolvency, reorganization or similar proceeding), the Guarantors agree that, for the purposes of this Article XII and their obligations hereunder, the Guarantors’ Obligations and the Guaranteed Liabilities shall be deemed to have been declared in default or accelerated, and such other exercise or conditions to exercise shall be deemed to have been taken or met. Additional Guarantors. At any time after the initial execution and delivery of this12.12 Agreement to the Administrative Agent and the Lenders, additional Persons may become parties to this Agreement and thereby acquire the duties and rights of being Guarantors hereunder by executing and delivering to the Administrative Agent and the Lenders a duly executed Guarantor Joinder pursuant to this Agreement. No notice of the addition of any Guarantor shall be applied required to be given to any Excluded Swap Obligations pre-existing Guarantor and each Guarantor hereby consents thereto. Reliance. Each Guarantor represents and warrants to the Administrative Agent, for the12.13 benefit of the Secured Parties, that: (a) such Guarantor. For Guarantor has adequate means to obtain on a continuing basis (i) from the purposes of this Section 7Borrower, all remittances information concerning the Loan Parties and property shall be deemed to be in the possession of a Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.Loan Parties’ financial condition 148

Set-Off and Waiver. Each Subsidiary Guarantor waives any right to assert against any Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Subsidiary Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Subsidiary Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Subsidiary Guarantor; provided . Each Subsidiary Guarantor agrees that no Guarantor if an Event of Default shall have occurred and be continuing, each Guaranteed Party is hereby authorized at any time be required and from time to waive time, to the fullest extent permitted by applicable Law, to set off and apply any defense 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 Guaranteed Party to or for the credit or the account of termination of this Guaranty Agreement any Subsidiary Guarantor against any and all of the Guarantors’ Obligations hereunder obligations of such Subsidiary Guarantor now or hereafter existing under this Subsidiary Guaranty or any other Loan Document to such Guaranteed Party, irrespective of whether or not such Guaranteed Party shall have made any demand under this Subsidiary Guaranty or any other Loan Document and although such obligations of such Subsidiary Guarantor may be contingent or unmatured or are owed to a branch or office of such Guaranteed Party different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in 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 19 hereof. Until this Guaranty 2.18 of the Credit Agreement is terminated pursuant to Section 19 hereofand, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and subject (y) the Defaulting Lender shall provide promptly to Section 12 hereof, each Guarantor hereby authorizes 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 Guaranteed Party from and after the occurrence their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to setoff) that such Guaranteed Party or otherwise in their respective Affiliates may have. Each Guaranteed Party agrees to notify the possession or control 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 Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Guaranteed Party, whether now existing or hereafter established; provided, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. For the purposes of this Section 7, all remittances setoff and property shall be deemed to be in the possession of a Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other baileeapplication.

Set-Off and Waiver. Each Guarantor CPV waives any right to assert against the Agent or any Guaranteed Party Lender as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Guarantor's Obligations, any defense (legal or equitable) or other claim which such Guarantor CPV may now or at any time hereafter have against the Borrower or the Guaranteed Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided that no Guarantor shall CPV. If at any time be required hereafter the Secured Parties employ counsel for advice or other representation to waive enforce any defense of termination of this Guaranty Agreement and all of the Guarantors’ Guarantor's Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence that arise out of an Event of Default at Default, then, in any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations foregoing events, all of the reasonable attorneys' fees arising from such services and all expenses, costs and charges in any way or respect arising in connection therewith or relating thereto shall be paid by CPV to the Guaranteed Parties then due Agent, for the benefit of the Secured Parties, on demand. CPV agrees that the Agent and in such amounts as provided each Lender shall have a lien for in the Credit Agreement or otherwise as they may elect, any and all Guarantor's Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accountsaccounts of any kind, now or hereafter pledged, mortgaged, transferred or assigned to the Agent or such Guaranteed Party Lender or otherwise in the possession or control of the Agent or such Guaranteed Party Lender (other than for safekeeping) for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, CPV and including any balance of any deposit account or of any credit of such Guarantor CPV with the Guaranteed PartyAgent or such Lender, whether now existing or hereafter established; provided, that hereby authorizing the Agent and each Lender from and after the occurrence of an Event of Default giving rise to any of Guarantor's Obligations at any time or times with or without prior notice to apply such balances or any part thereof to such of Guarantor's Obligations to the extent prohibited by applicable law Lenders then past due and in such amounts as described in they may elect, and whether or not the definition collateral or the responsibility of “Excluded Swap Obligations,” no amounts received fromother Persons primarily, secondarily or set off with respect to, any Guarantor shall otherwise liable may be applied to any Excluded Swap Obligations of such Guarantordeemed adequate. For the purposes of this Section 75.6, all remittances and property shall be deemed to be in the possession of a Guaranteed Party the Agent or such Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor CPV waives any right to assert against the Agent or any Guaranteed Party Lender as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor CPV may now or at any time hereafter have against the Borrower or the Guaranteed Parties Lenders without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor; provided that no Guarantor shall CPV. If at any time be required hereafter the Lenders employ counsel for advice or other representation to waive enforce any defense of termination of this Guaranty Agreement and all of the Guarantors’ Guarantor’s Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after the occurrence that arise out of an Event of Default at Default, then, in any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the foregoing events, all of the reasonable attorneys’ fees arising from such services and all expenses, costs and charges in any way or respect arising in connection therewith or relating thereto shall be paid by CPV to the Agent, for the benefit of the Lenders, on demand. CPV agrees that the Agent and each Lender shall have a lien for all Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accountsaccounts of any kind, now or hereafter pledged, mortgaged, transferred or assigned to the Agent or such Guaranteed Party Lender or otherwise in the possession or control of the Agent or such Guaranteed Party Lender (other than for safekeeping) for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, CPV and including any balance of any deposit account or of any credit of such Guarantor CPV with the Guaranteed PartyAgent or such Lender, whether now existing or hereafter established; provided, that hereby authorizing the Agent and each Lender from and after the occurrence of an Event of Default giving rise to any of Guarantor’s Obligations at any time or times with or without prior notice to apply such balances or any part thereof to such of Guarantor’s Obligations to the extent prohibited by applicable law Lenders then past due and in such amounts as described in they may elect, and whether or not the definition collateral or the responsibility of “Excluded Swap Obligations,” no amounts received fromother Persons primarily, secondarily or set off with respect to, any Guarantor shall otherwise liable may be applied to any Excluded Swap Obligations of such Guarantordeemed adequate. For the purposes of this Section 75.6, all remittances and property shall be deemed to be in the possession of a Guaranteed Party the Agent or such Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Subsidiary Guarantor waives any right to assert against any Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantors’ Subsidiary Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Subsidiary Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Subsidiary Guarantor; provided . Each Subsidiary Guarantor agrees that no Guarantor shall at any time be required to waive any defense of termination of this Guaranty Agreement and all of the Guarantors’ Obligations hereunder in accordance with Section 19 hereof. Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor hereby authorizes each Guaranteed Party from and after shall have a lien for all 151153073 the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Subsidiary Guarantor’s Obligations to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Guaranteed Party or otherwise in the possession or control of such Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Subsidiary Guarantor, including any balance of any deposit account or of any credit of such Subsidiary Guarantor with the Guaranteed Party, whether now existing or hereafter established; provided, that and hereby authorizes each Guaranteed Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Subsidiary Guarantor’s Obligations to the extent prohibited by applicable law Guaranteed Parties then due and in such amounts as described provided for in the definition of “Excluded Swap Obligations,” no amounts received from, Credit Agreement or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorotherwise as they may elect. For the purposes of this Section 78, all remittances and property shall be deemed to be in the possession of a Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.