Common use of Subordination and Offset Clause in Contracts

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender Party. If any Guarantor receives any such payment without the prior written consent of the Administrative Agent, the amount so paid shall be held in trust for the benefit of the Lender Parties, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, to secure the payment of the Obligations and such Guarantor’s obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender Party. Upon the occurrence of any Event of Default, each Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender Party, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default and receipt of notice from the Administrative Agent to stop payments pursuant to this Section 8, it will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender Partythe Administrative Agent. If any Guarantor receives any such payment without the prior written consent of the Administrative Agent, the amount so paid shall be held in trust for the benefit of the Lender Parties, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Collateral Agent as collateral Collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, to secure the payment of the Obligations and such Guarantor’s obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender Party. Upon the occurrence of any Event of Default, each Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender Party, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Except as not otherwise prohibited by the Credit Agreement, each Guarantor hereby subordinates and makes inferior to the Guaranteed Obligations any and all indebtedness Indebtedness now or at any time hereafter owed by the Borrower or any other Obligor to such Guarantor. Each Guarantor agrees that after upon the occurrence and during the continuation of any Default or Event of Default and upon receipt of notification from the Administrative Agent of its intent to exercise remedies, it will neither not permit the Borrower or such Obligor to repay such indebtedness Indebtedness or any part thereof nor or accept payment from the Borrower or such Obligor of such indebtedness Indebtedness or any part thereof without the prior written consent of each Lender Partythe Required Lenders or except as may be expressly permitted by the Credit Agreement. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentRequired Lenders, the amount so paid shall be held by such Guarantor in trust for the benefit of the Lender Guaranteed Parties, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, against all or any portions of the Guaranteed Obligations, whether matured or unmatured, in such order as accordance with the Administrative Agent shall electterms of the Loan Documents. Each Guarantor hereby grants to each Lender Party the Guaranteed Parties a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Guaranteed Obligations and such Guarantor’s obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Guaranteed Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender Guaranteed Party. Upon the occurrence and during the continuation of any Event of Default, each Lender Party the Administrative Agent is hereby authorized at any time and from time to time, without notice to any Guarantor, to offsetoffset to the fullest extent permitted by Law, appropriate and apply any and all items hereinabove referred to against the Guaranteed Obligations and the Guarantors’ such Guarantor’s obligations and liabilities hereunder irrespective of whether or not such Lender Guaranteed Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Guaranteed Party agrees promptly to notify the applicable each Guarantor after any such offset and application made by such Lender Guaranteed Party, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party the Guaranteed Parties under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Guaranteed Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower Borrowers to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower Borrowers to repay such indebtedness or any part thereof nor accept payment from the Borrower Borrowers of such indebtedness or any part thereof without the prior written consent of each Lender PartyAgent and Creditors. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentAgent and Creditors, the amount so paid shall be held in trust for the benefit of the Lender PartiesCreditors, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party Agent and Creditors a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to Agent or any Lender Party Creditor from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender PartyAgent or such Creditor. Upon the occurrence of any Default or Event of Default, Default Agent and each Lender Party Creditor is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party Agent or any Creditor shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party Agent and each Creditor agrees promptly to notify the applicable Guarantor after any such offset and application made by Agent or such Lender PartyCreditor, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party Agent and Creditors under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party Agent and Creditors may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower Company to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower Company to repay such indebtedness or any part thereof nor accept payment from the Borrower Company of such indebtedness or any part thereof without the prior written consent of each Lender PartyAgent and Holders. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentAgent and Holders, the amount so paid shall be held in trust for the benefit of the Lender PartiesHolders, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party Holders a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to Agent or any Lender Party Holder from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against Agent or any Lender PartyHolder. Upon the occurrence of any Default or Event of Default, Default Agent and each Lender Party Holder is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ obligations and liabilities hereunder irrespective of whether or not Agent or such Lender Party Holder shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party Agent and each Holder agrees promptly to notify the applicable Guarantor after any such offset and application made by Agent or such Lender PartyHolder, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of Agent and each Lender Party Holder under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party Agent and Holders may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Guaranteed Obligations any and all indebtedness now or at any time hereafter owed by the Borrower a Loan Obligor to such Guarantor. Each Guarantor agrees that after upon the occurrence and during the continuation of any Default or Event of Default it will neither permit the Borrower any Loan Obligor to repay such indebtedness or any part thereof nor accept payment from the Borrower any Loan Obligor of such indebtedness or any part thereof without the prior written consent of each Lender PartyLender. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentLender, the amount so paid shall be held in trust for the benefit of the Lender PartiesLender, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent Lender to be held by the Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Lender against, all or any portions of the Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent Lender shall elect. Each Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Guaranteed Obligations and such Guarantor’s obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender PartyLender. Upon the occurrence and during the continuation of any Default or Event of Default, each Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Guaranteed Obligations and the Guarantors’ obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each , Lender Party agrees promptly to notify the applicable Guarantor Guarantors after any such offset and application made by such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default and receipt of notice from the Administrative Agent to stop payments pursuant to this Section 8, it will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender Partythe Administrative Agent. If any Guarantor receives any such payment without the prior written consent of the Administrative Agent, the amount so paid shall be held in trust for the benefit of the Lender Parties, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, to secure the payment of the Obligations and such Guarantor’s obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender Party. Upon the occurrence of any Event of Default, each Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender Party, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyAgent and Lenders. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentAgent and Lenders, the amount so paid shall be held in trust for the benefit of the Lender PartiesLenders, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party Lenders a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to Agent or any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against Agent or any Lender PartyLender. Upon the occurrence of any Default or Event of Default, Default Agent and each Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not Agent or such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender Party, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.demand

Subordination and Offset. Each Guarantor hereby subordinates and ------------------------ makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyLender. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentLender, the amount so paid shall be held in trust for the benefit of the Lender PartiesLender, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent Lender to be held by the Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Lender against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent Lender shall elect. Each Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or specialspecial except for escrow or trust accounts held by Guarantor for unrelated third parties), credits and claims of such Guarantor at any time existing against any Lender PartyLender. Upon the occurrence of any Default or Event of Default, each Default Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Canadian Borrower to such Guarantor. Each Guarantor agrees that after upon and during the occurrence of any Default or Event of Default it will neither permit the Canadian Borrower to repay such indebtedness or any part thereof nor accept payment from the Canadian Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyAdministrative Agent and Lenders. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentAgent and Lenders, the amount so paid shall be held in trust for the benefit of the Lender Parties, shall be segregated from the other funds of such Guarantor, and amounts shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter and applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to agrees that each Canadianagrees that each Lender Party a shall have the right of offset, executable as set forth in the immediately succeeding sentence, to secure the payment of the Obligations and such Guarantor’s obligations and liabilities hereunder, offset (which right of offset shall be upon in addition to all other interests, liens, and rights of any Canadian Lender at common Law, under the Loan Documents, or otherwise) (a) any and all moniesmoneys, securities and or other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Canadian Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon (b) any and all deposits (general or special), time or demand, provisional or final) of Guarantor with any Canadian Lender, (c) any other credits and claims balances of such Guarantor at any time existing against any Canadian Lender, including claims under certificates of deposit, and (d) any indebtedness owed or payable by any Canadian Lender Partyto Guarantor at any time against Canadian Obligations due to it that have not been paid when due. Upon At any time and from time to time after the occurrence of any Event of DefaultDefault and during the continuance thereof, each Canadian Lender Party is hereby authorized at any time to offset against the Canadian Obligations then due and from time payable to time, it (in either case without notice to any Guarantor), to offset, appropriate and apply any and all items hereinabove referred to. To the extent that Guarantor has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to against funds in such accounts which belong to, or otherwise arise from payments to Guarantor for the Obligations and the Guarantors’ obligations and liabilities hereunder irrespective of whether account of, third party royalty or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmaturedjoint interest owners. Each Canadian Lender Party (by having the benefits of this Guaranty) agrees promptly to notify the applicable Guarantor and the Administrative Agent after any such offset set-off and application made by such Lender PartyCanadian Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such offset set-off and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each The Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower Borrowers to such the Guarantor. Each The Guarantor agrees that after upon the occurrence and during the continuation of any Default or Event of Default it will neither permit the Borrower Borrowers to repay such indebtedness or any part thereof nor accept payment from the Borrower Borrowers of such indebtedness or any part thereof without the prior written consent of each Lender PartyLender. If any the Guarantor receives any such payment without the prior written consent of the Administrative AgentLender, the amount so paid shall be held in trust for the benefit of the Lender PartiesLender, shall be segregated from the other funds of such the Guarantor, and shall forthwith be paid over to the Administrative Agent Lender to be held by the Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Lender against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent Lender shall elect. Each The Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such the Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such the Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such the Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such the Guarantor at any time existing against any Lender PartyLender. Upon the occurrence and during the continuation of any Default or Event of Default, each 1094129v2 Lender Party is hereby authorized at any time and from time to time, without notice to any the Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each , Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Prior to the date the Obligations are paid in cash and satisfied in full, and such payment is not subject to rescission, Guarantor shall not accept, receive or collect (by set-off or other manner) any payment or distribution on account of, or ask for, demand or accelerate, directly or indirectly, any payment on such indebtedness except as permitted under the Loan Agreement. Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyLender. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentLender, the amount so paid shall be held in trust for the benefit of the Lender PartiesLender, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent Lender to be held by the Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Lender against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent Lender shall elect. Each Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender PartyLender. Upon the occurrence of any Default or Event of Default, each Default Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Canadian Borrower to such Guarantor. Each Guarantor agrees that after upon and during the occurrence of any Default or Event of Default it will neither permit the Canadian Borrower to repay such indebtedness or any part thereof nor accept payment from the Canadian Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyAdministrative Agent and Lenders. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentAgent and Lenders, the amount so paid shall be held in trust for the benefit of the Lender Parties, shall be segregated from the other funds of such Guarantor, and amounts shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter and applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants agrees that each Canadian Lender shall have the right to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, to secure the payment of the Obligations and such Guarantor’s obligations and liabilities hereunder, offset (which right of offset shall be upon in addition to all other interests, liens, and rights of any Canadian Lender at common Law, under the Loan Documents, or otherwise) (a) any and all moniesmoneys, securities and or other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Canadian Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon (b) any and all deposits (general or special), time or demand, provisional or final) of Guarantor with any Canadian Lender, (c) any other credits and claims balances of such Guarantor at any time existing against any Canadian Lender, including claims under certificates of deposit, and (d) any indebtedness owed or payable by any Canadian Lender Partyto Guarantor at any time against Canadian Obligations due to it that have not been paid when due. Upon At any time and from time to time after the occurrence of any Event of DefaultDefault and during the continuance thereof, each Canadian Lender Party is hereby authorized at any time to offset against the Canadian Obligations then due and from time payable to time, it (in either case without notice to any Guarantor), to offset, appropriate and apply any and all items hereinabove referred to. To the extent that Guarantor has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to against funds in such accounts which belong to, or otherwise arise from payments to Guarantor for the Obligations and the Guarantors’ obligations and liabilities hereunder irrespective of whether account of, third party royalty or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmaturedjoint interest owners. Each Canadian Lender Party (by having the benefits of this Guaranty) agrees promptly to notify the applicable Guarantor and the Administrative Agent after any such offset set-off and application made by such Lender PartyCanadian Lender; provided, provided however, that the failure to give such notice shall not affect the validity of such offset set-off and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations Indebtedness any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyAdministrative Agent, LC Issuer and Banks. If any Guarantor receives any such payment without the prior written consent of the Administrative Agent, LC Issuer and Banks, the amount so paid shall be held in trust for the benefit of the Lender PartiesAdministrative Agent, LC Issuer and Banks, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the ObligationsIndebtedness, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party Administrative Agent, LC Issuer and Banks a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations Indebtedness and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to Administrative Agent, LC Issuer or any Lender Party Bank from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against Administrative Agent, LC Issuer or any Lender PartyBank. Upon the occurrence of any Default or Event of DefaultDefault Administrative Agent, LC Issuer and each Lender Party Bank is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations Indebtedness and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not Administrative Agent, LC Issuer or such Lender Party Bank shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party Administrative Agent, LC Issuer and each Bank agrees promptly to notify the applicable Guarantor after any such offset and application made by Administrative Agent, LC Issuer or such Lender PartyBank, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of Administrative Agent, LC Issuer and each Lender Party Bank under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party Administrative Agent, LC Issuer and Banks may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Prior to the date the Obligations are paid in cash and satisfied in full, and such payment is not subject to rescission, Guarantor shall not accept, receive or collect (by set-off or other manner) any payment or distribution on account of, or ask for, demand or accelerate, directly or indirectly, any payment on such indebtedness except as permitted under the Loan Agreement. Guarantor agrees that after the occurrence of any Default or Event of Default it he will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyLender. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentLender, the amount so paid shall be held in trust for the benefit of the Lender PartiesLender, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent Lender to be held by the Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Lender against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent Lender shall elect. Each Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender PartyLender. Upon the occurrence of any Default or Event of Default, each Default Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower Buyer to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower Buyer to repay such indebtedness or any part thereof nor accept payment from the Borrower Buyer of such indebtedness or any part thereof without the prior written consent of each Lender PartySellers. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentSellers, the amount so paid shall be held in trust for the benefit of the Lender PartiesSellers, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent Sellers to be held by the Administrative Agent Sellers as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Sellers against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent Sellers shall elect. Each Guarantor hereby grants to each Lender Party Seller a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party Seller from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender PartySeller. Upon the occurrence of any Event of Default, each Lender Party Seller is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ such Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party Seller shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party Seller agrees promptly to notify the applicable any Guarantor after any such offset and application made by such Lender PartySeller, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party Seller under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party Sellers may have.

Subordination and Offset. Each The Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower Borrowers to such the Guarantor. Each The Guarantor agrees that after upon the occurrence and during the continuation of any Default or Event of Default it will neither permit the Borrower Borrowers to repay such indebtedness or any part thereof nor accept payment from the Borrower Borrowers of such indebtedness or any part thereof without the prior written consent of each Lender Partythe Administrative Agent and Required Lenders. If any the Guarantor receives any such payment without the prior written consent of the Administrative AgentAgent and Required Lenders, the amount so paid shall be held in trust for the benefit of the Lender PartiesLenders, shall be segregated from the other funds of such the Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent and Lenders shall elect. Each The Guarantor hereby grants to each Lender Party the Administrative Agent and Lenders a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such the Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such the Guarantor now or hereafter held or received by or in transit to any Lender Party the Administrative Agent and Lenders from or for the account of such the Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such the Guarantor at any time existing against any Lender Partythe Administrative Agent or Lenders. Upon the occurrence and during the continuation of any Default or Event of Default, the Administrative Agent and each Lender Party is hereby authorized at any time and from time to time, without notice to any the Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such the Administrative Agent or any Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each , the Administrative Agent and each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by the Administrative Agent or such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party the Administrative Agent and Lenders under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which the Administrative Agent or any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyAgent and Lenders. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentAgent and Lenders, the amount so paid shall be held in trust for the benefit of the Lender PartiesLenders, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party Lenders a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to Agent or any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against Agent or any Lender PartyLender. Upon the occurrence of any Default or Event of Default, Default Agent and each Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not Agent or such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Agent and each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by Agent or such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of Agent and each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party Agent and Lenders may have.

Subordination and Offset. Each Guarantor Guarantors hereby subordinates subordinate and makes ------------------------ make inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such GuarantorGuarantors on the terms set forth in this Section. Each Guarantor agrees Guarantors agree that after the occurrence of any Default or Event of Default it they will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyAgent and Lenders. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentAgent and Lenders, the amount so paid shall be held in trust for the benefit of the Lender PartiesLenders, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent shall elect. Each Guarantor hereby grants to each Lender Party Lenders a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to Agent or any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against Agent or any Lender PartyLender. Upon the occurrence of any Default or Event of Default, Default Agent and each Lender Party is hereby authorized at any time and from time to time, without notice to any GuarantorGuarantors, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ ' obligations and liabilities hereunder irrespective of whether or not Agent or such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Agent and each Lender Party agrees promptly to notify the applicable Guarantor Guarantors after any such offset and application made by Agent or such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of Agent and each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party Agent and Lenders may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower to such Guarantor. Each Prior to the date the Obligations are paid in cash and satisfied in full, and such payment is not subject to rescission, Guarantor shall not accept, receive or collect (by set-off or other manner) any payment or distribution on account of, or ask for, demand or accelerate, directly or indirectly, any payment on such indebtedness except as permitted under the Loan Agreement. Guarantor agrees that after the occurrence of any Default or Event of Default it he will neither permit the Borrower to repay such indebtedness or any part thereof nor accept payment from the Borrower of such indebtedness or any part thereof without the prior written consent of each Lender PartyLender. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentLender, the amount so paid shall be held in trust for the benefit of the Lender PartiesLender, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent Lender to be held by the Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Lender against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent Lender shall elect. Each Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefromthere from) of such Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender PartyLender. Upon the occurrence of any Default or Event of Default, each Default Lender Party is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.

Subordination and Offset. Each Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower Buyer to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or Event of Default it will neither permit the Borrower Buyer to repay such indebtedness or any part thereof nor accept payment from the Borrower Buyer of such indebtedness or any part thereof without the prior written consent of each Lender PartySellers. If any Guarantor receives any such payment without the prior written consent of the Administrative AgentSellers, the amount so paid shall be held in trust for the benefit of the Lender PartiesSellers, shall be segregated from the other funds of such Guarantor, and shall forthwith be paid over to the Administrative Agent Sellers to be held by the Administrative Agent Sellers as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Sellers against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent Sellers shall elect. Each Guarantor hereby grants to each Lender Party Seller a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in transit to any Lender Party Seller from or for the account of such Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such Guarantor at any time existing against any Lender PartySeller. Upon the occurrence of any Event of Default, each Lender Party Seller is hereby authorized at any time and from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party Seller shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each Lender Party Seller agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender PartySeller, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party Seller under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party Sellers may have.

Subordination and Offset. Each The Guarantor hereby subordinates and makes inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the Borrower Borrowers to such the Guarantor. Each The Guarantor agrees that after upon the occurrence and during the continuation of any Default or Event of Default it will neither permit the Borrower Borrowers to repay such indebtedness or any part thereof nor accept payment from the Borrower Borrowers of such indebtedness or any part thereof without the prior written consent of each Lender PartyLender. If any the 0000000x0 Guarantor receives any such payment without the prior written consent of the Administrative AgentLender, the amount so paid shall be held in trust for the benefit of the Lender PartiesLender, shall be segregated from the other funds of such the Guarantor, and shall forthwith be paid over to the Administrative Agent Lender to be held by the Administrative Agent Lender as collateral for, or then or at any time thereafter applied in whole or in part by the Administrative Agent Lender against, all or any portions of the Obligations, whether matured or unmatured, in such order as the Administrative Agent Lender shall elect. Each The Guarantor hereby grants to each Lender Party a right of offset, executable as set forth in the immediately succeeding sentence, offset to secure the payment of the Obligations and such the Guarantor’s 's obligations and liabilities hereunder, which right of offset shall be upon any and all monies, securities and other property (and the proceeds therefrom) of such the Guarantor now or hereafter held or received by or in transit to any Lender Party from or for the account of such the Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special), credits and claims of such the Guarantor at any time existing against any Lender PartyLender. Upon the occurrence and during the continuation of any Default or Event of Default, each Lender Party is hereby authorized at any time and from time to time, without notice to any the Guarantor, to offset, appropriate and apply any and all items hereinabove referred to against the Obligations and the Guarantors’ Guarantor's obligations and liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations and liabilities may be contingent or unmatured. Each , Lender Party agrees promptly to notify the applicable Guarantor after any such offset and application made by such Lender PartyLender, provided that the failure to give such notice shall not affect the validity of such offset and application. The rights of each Lender Party under this section are in addition to, and shall not be limited by, any other rights and remedies (including other rights of offset) which any Lender Party may have.