Common use of Set-Off Clause in Contracts

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Secured Parties at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Secured Parties to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Secured Parties may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Secured Parties hereunder and claims of every nature and description of the Purchasers Secured Parties against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Secured Parties may elect, whether or not the Purchasers Secured Parties have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Secured Parties shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Secured Parties of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Secured Parties under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Secured Parties may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default (as defined in the Notes) under the Notes or a default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Loan Agreement, any other Transaction Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers have Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at In addition to any time and from time to time while an Event of Default rights now or hereafter granted under any of the Transaction other Guarantied Documents shall have occurred or Applicable Law and be continuingnot by way of limitation of any such rights, each Guarantor hereby authorizes each Guarantied Party, each Affiliate of a Guarantied Party, and each Participant (but not Affiliates of such Participant) at any time during the continuance of an Event of Default, without any prior notice to such Guarantor or to any other GuarantorPerson, any such notice being hereby expressly waived waived, but in the case of a Guarantied Party (other than the Administrative Agent), an Affiliate of a Guarantied Party (other than the Administrative Agent), or a Participant (but not Affiliates of a Participant) subject to receipt of the prior written consent of the Administrative Agent exercised in its sole discretion to the fullest extent permitted by each Guarantorlaw, to set-set off and to appropriate and to apply any and all depositsdeposits (general or special, creditsincluding, but not limited to, indebtedness or claimsevidenced by certificates of deposit, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, ) and any other indebtedness at any time held or owing by the Purchasers a Guarantied Party, an Affiliate of a Guarantied Party, or such Participant (but not Affiliates of such Participant) to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, Guarantor against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description any of the Purchasers against such GuarantorGuarantied Obligations, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may obligations shall be contingent or unmatured. The Purchasers shall notify Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation as fully as if such Participant were a direct creditor of such Guarantor promptly in the amount of such participation. Each Lender agrees to notify the Borrower and such Guarantor after any such set-set off and the application made by the Purchasers of the proceeds thereofsuch Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-set off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which that the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents Notes shall have occurred and be continuingcontinuing after giving effect to any applicable cure period, if any, without notice to such Guarantor or any other GuarantorGuarantors, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document Notes or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each The Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents Agreements shall have occurred and be continuing, without notice to such Guarantor or any other the Guarantor, any such notice being expressly waived by each the Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document of the Agreements or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers have Purchaser has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such the Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Secured Parties at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmaturedunmetered, at any time held or owing by the Purchasers Secured Parties to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Secured Parties may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Secured Parties hereunder and claims of every nature and description of the Purchasers Secured Parties against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Secured Parties may elect, whether or not the Purchasers Secured Parties have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmaturedunmetered. The Purchasers Secured Parties shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Secured Parties of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Secured Parties under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Secured Parties may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers any Purchaser at any time and from time to time while an Event of Default (as defined in the Notes) under the Notes or a default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers any Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers any Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers any Purchaser hereunder and claims of every nature and description of the Purchasers any Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers any Purchaser may elect, whether or not the Purchasers have any Purchaser has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers any Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers any Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers any Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers any Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holders at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantorguarantor of the Obligations, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Holders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holders hereunder and claims of every nature and description of the Purchasers Holders against such Guarantor, in any currency, whether arising hereunder, under the Purchase AgreementNotes, any of the other Transaction Document Agreements or otherwise, as the Purchasers Holders may elect, whether or not the Purchasers Holders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Holders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holder at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Holder to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holder may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holder hereunder and claims of every nature and description of the Purchasers Holder against such Guarantor, in any currency, whether arising hereunder, under the Purchase Debentures, the Loan Agreement, any other Transaction Loan Document or otherwise, as the Purchasers Holder may elect, whether or not the Purchasers have Holder has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holder shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holder of the proceeds thereof, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holder under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Holder may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of (as defined in the Transaction Documents Note) shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-set off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwiseNote, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section 5(f) are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.and

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Secured Parties at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Secured Parties to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Secured Parties may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Secured Parties hereunder and claims of every nature and description of the Purchasers Secured Parties against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Secured Parties may elect, whether or not the Purchasers Secured Parties have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Secured Parties shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers any Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Secured Parties under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Secured Parties may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Note Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such the Guarantor or any other Guarantorguarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such the Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Note Holders at any time and from time to time while an Event of Default under any of the Transaction Note Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Note Holders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Note Holders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Note Holders hereunder and claims of every nature and description of the Purchasers Note Holders against such Guarantor, in any currency, whether arising hereunder, under the Securities Purchase Agreement, the Note, any other Transaction Note Document or otherwise, as the Purchasers Note Holders may elect, whether or not the Purchasers Note Holders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Note Holders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Note Holders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Note Holders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Note Holders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the any Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers such Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the such Purchasers hereunder and claims of every nature and description of the Purchasers such Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers such Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers A Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers such Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers any Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Collateral Agent, on behalf of itself and the Purchasers at any time and from time to time while an Event of Default (as defined in the Notes) or other default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-set off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Collateral Agent, on behalf of itself and the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Collateral Agent, on behalf of itself and the Purchasers may elect, whether or not the Collateral Agent, on behalf of itself and the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Collateral Agent, on behalf of itself and the Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Collateral Agent, on behalf of itself and the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent, on behalf of itself and the Purchasers under this Section 5(f) are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase AgreementLoan Agreements, any other Transaction Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers have Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without upon at least five (5) days notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, Guarantor to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Thereafter, the Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers Lender have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lenders at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Lenders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lenders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lenders hereunder and claims of every nature and description of the Purchasers Lenders against such Guarantor, in any currency, whether arising hereunder, under the Purchase Loan Agreement, any other Transaction Loan Document or otherwise, as the Purchasers Lenders may elect, whether or not the Purchasers Lenders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lenders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lenders of the proceeds thereof, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lenders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lenders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, Exchange Agreement and any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such the Guarantor or any other Guarantorguarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such the Guarantor in writing promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and applicationapplication so long as the Guarantor is not materially adversely affected by the failure to promptly deliver such notice. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Secured Parties at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Secured Parties to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Secured Parties may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Secured Parties hereunder and claims of every nature and description of the Purchasers Secured Parties against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Secured Parties may elect, whether or not the Purchasers Secured Parties have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Secured Parties shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers any Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-set- off and application. The rights of the Purchasers Secured Parties under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Secured Parties may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Subscribers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Subscribers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Subscribers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Subscribers hereunder and claims of every nature and description of the Purchasers Subscribers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Subscribers may elect, whether or not the Purchasers Subscribers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Subscribers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Subscribers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Subscribers under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers Subscribers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Subscription Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Secured Parties at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off setoff and appropriate and apply any and all deposits, 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 the Purchasers Secured Parties to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Secured Parties may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Secured Parties hereunder and claims of every nature and description of the Purchasers Secured Parties against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Secured Parties may elect, whether or not the Purchasers Secured Parties have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Secured Parties shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Secured Parties of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Secured Parties under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Secured Parties may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers each Guaranteed Party at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuingtime, without notice to such Guarantor any Borrower or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (general or special, time or demand, provisional or final), or any part thereof in such amounts as such Guaranteed Party may elect, 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 the Purchasers such Guaranteed Party to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers such Guaranteed Party hereunder and claims of every nature and description of the Purchasers such Guaranteed Party against such Guarantor, in any currency, whether arising hereunder, under the Purchase Credit Agreement, any other Transaction Loan Document or otherwise, as the Purchasers such Guaranteed Party may elect, whether or not the Purchasers have such Guaranteed Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Each Guaranteed Party shall notify such Guarantor the Company and the Administrative Agent promptly of any such set-off and the application made by the Purchasers such Guaranteed Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers each Guaranteed Party under this Section 3.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers such Guaranteed Party may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers each Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers such Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers such Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers such Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers such Purchaser may elect, whether or not the Purchasers have such Purchaser has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers A Purchaser shall notify such Guarantor and the Agent named in the Security Agreement promptly of any such set-off and the application made by the Purchasers such Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers each Guaranteed Party at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without further notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers such party to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers such Guaranteed Party may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers such Guaranteed Party hereunder and claims of every nature and description of the Purchasers such Guaranteed Party against such Guarantor, in any currency, whether arising hereunder, under the Purchase Credit Agreement, any other Transaction Loan Document or otherwise, as the Purchasers such Guaranteed Party may elect, whether or not the Purchasers have any Guaranteed Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured, provided that, if such Guaranteed Party is a Lender, it complies with Section 9.06 of the Credit Agreement. The Purchasers Each Guaranteed Party exercising any right of set-off shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers such Guaranteed Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers each Guaranteed Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers such Guaranteed Party may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Restructuring Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at ------- any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off setoff and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holders at any time and from time to time while an Event of Default under any of the Transaction Documents Debentures or the Security Agreement shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by or owing by to the Purchasers Holders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holders hereunder and claims of every nature and description of the Purchasers Holders against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document Debentures or otherwise, as the Purchasers Holders may elect, whether or not the Purchasers Holders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Holders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents Notes shall have occurred and be continuing, without notice to such Guarantor or any other GuarantorGuarantors, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document Notes or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lenders at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lenders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lenders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lenders hereunder and claims of every nature and description of the Purchasers Lenders against such Guarantor, in any currency, whether arising hereunder, under the Purchase Subscription Agreement, any other Transaction Document or otherwise, as the Purchasers Lenders may elect, whether or not the Purchasers Lenders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lenders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lenders of the proceeds thereof, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lenders under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers Lenders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Guaranteed Parties at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantorguarantor of the Obligations, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsamounts, 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 the Purchasers Guaranteed Parties to or for the credit or the account of such Guarantor, or any part thereof thereof, in such amounts as the Purchasers Guaranteed Parties may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may electObligations, whether or not the Purchasers have Guaranteed Parties has made any demand for payment and although such obligations, liabilities and claims the Obligations may be contingent or unmatured. The Purchasers Guaranteed Parties shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Guaranteed Parties of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Guaranteed Parties under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Guaranteed Parties may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents Purchase Agreements shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers have Purchaser has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or the Borrower or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers such party to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Working Capital Facility Agreement, any other Transaction Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers have Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section 5.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each The Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents Notes shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document Notes or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Exchange Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holders at any time and from time to time while an Event of Default under any of the Transaction Documents Notes or Security Agreement shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Holders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holders hereunder and claims of every nature and description of the Purchasers Holders against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or hereunderor otherwise, as the Purchasers Holders may elect, whether or not the Purchasers Holders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holders under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers Holders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers have Purchaser has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holders at any time and from time to time while an Event of Default under any of the Transaction Documents Debentures or the Pledge Agreement shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by or owing by to the Purchasers Holders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holders hereunder and claims of every nature and description of the Purchasers Holders against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document Debentures or otherwise, as the Purchasers Holders may elect, whether or not the Purchasers Holders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Holders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or claims, in any currencycurrency that are , in each case whether direct or indirectabsolute, absolute or contingent, matured or unmaturedand matured, at any time held or owing by the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness Debt 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any pursuant to Section 10.4 of the Transaction Documents shall have occurred and be continuingCredit Agreement, without prior notice to such Guarantor or any other Guarantor, any such prior notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Credit Agreement, any other Transaction Loan Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers have Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section 4.6 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor Grantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any pursuant to Section 8.1 of the Transaction Documents Credit Agreement shall have occurred and be continuing, without notice to such Guarantor Grantor or any other GuarantorGrantor, any such notice being expressly waived by each GuarantorGrantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Lender to or for the credit or the account of such GuarantorGrantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor Grantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such GuarantorGrantor, in any currency, whether arising hereunder, under the Purchase Credit Agreement, any other Transaction Loan Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers have Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor Grantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof; provided, provided however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such the Guarantor or any other Guarantorguarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such the Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holder at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantorguarantor of the Obligations, any such notice being expressly waived by each the Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Holder to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers Holder may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers Holder hereunder and claims of every nature and description of the Purchasers Holder against such Guarantor, in any currency, whether arising hereunder, under the Purchase AgreementNote, any other Transaction Document or otherwise, as the Purchasers Holder may elect, whether or not the Purchasers have Holder has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holder shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holder of the proceeds thereof, provided provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holder under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Holder may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at In addition to any time rights and from time to time while an Event remedies of Default under any of the Transaction Documents Buyer provided by this Agreement and by law, Buyer shall have occurred and be continuingthe right, without prior notice to the Seller or Guarantor (except for such Guarantor or any other Guarantornotice and right to cure as may be specifically provided hereunder in connection with certain Events of Default), any such notice being expressly waived by each Guarantorthe Seller or Guarantor to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller or Guarantor hereunder (whether at the stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all depositsProperty and 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 the Purchasers Buyer to or for the credit or the account of such the Seller or Guarantor only to the extent specifically relating to this Agreement, the other Program Documents or the Transactions described hereunder. Buyer may set-off cash, the proceeds of the liquidation of any Purchased Items and all other sums or obligations owed by Buyer to the Seller or Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account all of the Seller’s or Guarantor’s obligations and liabilities of to Buyer, under this Agreement or under any other Program Documents, if such Guarantor to the Purchasers hereunder and claims of every nature and description obligations of the Purchasers against such GuarantorSeller or Guarantor are then due, in without prejudice to Buyer’s right to recover any currency, whether arising hereunder, under deficiency. ▇▇▇▇▇ agrees promptly to notify the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment Seller and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of after any such set-off and the application made by the Purchasers of the proceeds thereof, Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Vendor at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and or be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Vendor to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Vendor may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Vendor hereunder and claims of every nature and description of the Purchasers Vendor against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Vendor may elect, whether or not the Purchasers Vendor have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Vendor shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Vendor of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Vendor under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Vendor may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and off, appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holders at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Holders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holders hereunder and claims of every nature and description of the Purchasers Holders against such Guarantor, in any currency, whether arising hereunder, under the Purchase Exchange Agreement, any other Transaction Document or otherwise, as the Purchasers Holders may elect, whether or not the Purchasers Holders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holders under this Section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers Holders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other GuarantorGuarantor (except as set forth below), any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lenders at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lenders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lenders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lenders hereunder and claims of every nature and description of the Purchasers Lenders against such Guarantor, in any currency, whether arising hereunder, under the Purchase Loan Agreement, any other Transaction Document or otherwise, as the Purchasers Lenders may elect, whether or not the Purchasers Lenders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lenders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lenders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lenders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lenders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Investors at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Investors to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Investors may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Investors hereunder and claims of every nature and description of the Purchasers Investors against such Guarantor, in any currency, whether arising hereunder, under the Purchase AgreementSPA, any other Transaction Document or otherwise, as the Purchasers Investors may elect, whether or not the Purchasers Investors have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Investors shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Investors of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Investors under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Investors may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such the Guarantor or any other Guarantorguarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwisedocument entered into in connection therewith, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such the Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers may have.

Set-Off. Each The Guarantor hereby irrevocably authorizes the Purchasers Administrative Agent and each Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuingtime, without notice to such Guarantor or any other the Guarantor, any such notice being expressly waived by each the Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Administrative Agent or such Lender to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers Administrative Agent or such Lender hereunder and claims of every nature and description of the Purchasers Administrative Agent or such Lender against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Credit Agreement, any other Transaction Loan Document or otherwise, as the Purchasers Administrative Agent or such Lender may elect, whether or not the Purchasers have Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Administrative Agent and each Lender shall notify such the Guarantor promptly of any such set-off and the application made by the Purchasers Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Administrative Agent and each Lender under this Section 13 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Administrative Agent or such Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Vanco at any time and from time to time while an Event of Default under any of the Transaction Documents Debenture shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Vanco to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Vanco may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Vanco hereunder and claims of every nature and description of the Purchasers Vanco against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document the Debenture or otherwise, as the Purchasers Vanco may elect, whether or not the Purchasers Vanco have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Vanco shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Vanco of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Vanco under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Vanco may have.

Set-Off. (a) Each payment to be made by the Guarantor hereunder in respect of the Indenture Obligations shall be payable in the currency or currencies in which such Indenture Obligations are denominated, and shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (b) Upon the occurrence and during the continuance of any Event of Default, the Guarantor hereby irrevocably authorizes the Purchasers Trustee at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other the Guarantor, any such notice being expressly waived by each the Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Trustee to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers Trustee may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers Trustee hereunder and claims of every nature and description of the Purchasers Trustee against such the Guarantor, in any currency, whether arising hereunder, under the Purchase AgreementGuarantee, any other Transaction Document the Notes, this Indenture, or otherwise, as the Purchasers Trustee may elect, whether or not the Purchasers have Trustee has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Trustee shall notify such the Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereofTrustee, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Trustee under this Section 11.6(b) are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Trustee may have.

Set-Off. Each The Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other the Guarantor, any such notice being expressly waived by each the Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such the Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holders at any time and from time to time while an Event of Default under any of the Transaction Documents Notes or Security Agreement shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Holders to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holders may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holders hereunder and claims of every nature and description of the Purchasers Holders against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or hereunderor otherwise, as the Purchasers Holders may elect, whether or not the Purchasers Holders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holders shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Holders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Bridge Loan Agreement, any other Transaction Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers Lender have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor Grantor hereby irrevocably authorizes the Purchasers Lender ------- at any time and from time to time while an Event of Default under any pursuant to Section 7(a) of the Transaction Documents Credit Agreement shall have occurred and be continuing, without notice to such Guarantor Grantor or any other GuarantorGrantor, any such notice being expressly waived by each GuarantorGrantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Lender to or for the credit or the account of such GuarantorGrantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor Grantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such GuarantorGrantor, in any currency, whether arising hereunder, under the Purchase Credit Agreement, any other Transaction Loan Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers have Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor Grantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided -------- that the failure to give such notice shall not affect the validity of such set-set- off and application. The rights of the Purchasers Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers ------- Investor at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Investor to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Investor may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Investor hereunder and claims of every nature and description of the Purchasers Investor against such Guarantor, in any currency, whether arising hereunder, under the Purchase Exchange Agreement, any other Transaction Loan Document or otherwise, as the Purchasers Investor may elect, whether or not the Purchasers Investor have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Investor shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Investor of the proceeds thereof, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Investor under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers Investor may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers Purchaser may have.. (g)

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Bridge Loan Agreement, any other Transaction Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers Lender have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.and

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any of the Transaction Documents (as defined in each Note) shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-set off and appropriate and apply any and all deposits, 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 the Purchasers Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwiseeach Note, as the Purchasers Lender may elect, whether or not the Purchasers Lender have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section 5(f) are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Lender at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Lender hereunder and claims of every nature and description of the Purchasers Lender against such Guarantor, in any currency, whether arising hereunder, under the Purchase Loan Agreement, any other Transaction Document or otherwise, as the Purchasers Lender may elect, whether or not the Purchasers have Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lender shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-set- off) which the Purchasers Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase AgreementAgreements, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holder at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all depositsdeposits (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 the Purchasers Holder to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holder may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holder hereunder and claims of every nature and description of the Purchasers Holder against such Guarantor, in any currency, whether arising hereunder, under the Purchase Debentures, the Loan Agreement, any other Transaction Loan Document or otherwise, as the Purchasers Holder may elect, whether or not the Purchasers have Holder has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holder shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holder of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holder under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Holder may have.. 8

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Secured Parties at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Secured Parties to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Secured Parties may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Secured Parties hereunder and claims of every nature and description of the Purchasers Secured Parties against such Guarantor, in any currency, whether arising hereunder, under the Purchase Security Agreement, any other Transaction Document or otherwise, as the Purchasers Secured Parties may elect, whether or not the Purchasers Secured Parties have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Secured Parties shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Secured Parties of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Secured Parties under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers Secured Parties may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Holder at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Holder to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Holder may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Holder hereunder and claims of every nature and description of the Purchasers Holder against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Holder may elect, whether or not the Purchasers have Holder has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Holder shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Holder of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Holder under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Holder may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section 5(f) are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each The Guarantor hereby irrevocably authorizes the Purchasers Lenders at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such the Guarantor or any other Guarantorguarantor, any such notice being expressly waived by each the Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Lenders to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers Lenders may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers Lenders hereunder and claims of every nature and description of the Purchasers Lenders against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Lenders may elect, whether or not the Purchasers Lenders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Lenders shall notify such the Guarantor promptly of any such set-off and the application made by the Purchasers Lenders of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lenders under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lenders may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Buyer at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Buyer to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Buyer may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Buyer hereunder and claims of every nature and description of the Purchasers Buyer against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers Buyer may elect, whether or not the Purchasers have Buyer has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Buyer shall notify such Guarantor and the Agent named in the Security Agreement promptly of any such set-off and the application made by the Purchasers Buyer of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Buyer under this Section are in addition to other rights and rightsand remedies (including, without limitation, other rights of set-off) which the Purchasers Buyer may have.

Set-Off. Each Guarantor The Guarantors hereby irrevocably authorizes the Purchasers each Investor at any time and from time to time while an Event of Default under any of anyof the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor Guarantors or any other Guarantorof the Guarantors, any such notice being expressly waived by each Guarantorthe Guarantors, to set-off and appropriate and apply any and all deposits, 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 the Purchasers such Investor to or for the credit or the account of such Guarantor, Guarantors,or any part thereof in such amounts as the Purchasers such Investor may elect, against and on account of the obligations and liabilities of such Guarantor Guarantors to the Purchasers Investor hereunder and claims of every nature and description of the Purchasers such Investor against such GuarantorGuarantors, in any currency, whether arising hereunder, under the Purchase Loan Agreement, any other Transaction Document or otherwise, as the Purchasers such Investor may elect, whether or not the Purchasers have such Investor has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers A Investor shall notify such Guarantor Guarantors and the Agent named in the Security Agreement promptly of any such set-off and the application made by the Purchasers such Investor of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Lender may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers Purchaser at any time and from time to time while an Event of Default under any of the Transaction Documents Notes shall have occurred and be continuing, without notice to such Guarantor or any other GuarantorGuarantors, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers Purchaser to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers Purchaser may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers Purchaser hereunder and claims of every nature and description of the Purchasers Purchaser against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document Notes or otherwise, as the Purchasers Purchaser may elect, whether or not the Purchasers Purchaser have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers Purchaser shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers Purchaser of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers Purchaser under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Purchasers Purchaser may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Purchasers under this Section are in addition to other rights and remedies (includingremedies(including, without limitation, other rights of set-off) which the Purchasers may have.

Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such the Guarantor or any other Guarantorguarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, 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 the Purchasers to or for the credit or the account of such the Guarantor, or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such the Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such the Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Purchasers shall notify such the Guarantor in writing promptly of any such set-off and the application made by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and applicationapplication so long as the Guarantor is not materially adversely affected by the failure to promptly deliver such notice. The rights of the Purchasers under this Section are in addition to other rights and remedies (including, including without limitation, limitation other rights of set-off) which the Purchasers may have.