Common use of Action Upon Event of Default Clause in Contracts

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor or any other Person, declare all or any portion of the Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by Agent, Agent, Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreement, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shallLender may, without notice to or demand upon any Loan PartyBorrower, any Guarantor or any other Person, declare all or any portion obligations of the Obligations of such any Guarantor hereunder under this Section 12 immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantorsuch Guarantor under this Section 12. Upon such declaration by AgentLender, Agent, Lenders and any of their Affiliates are Lender is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders Lender to or for the credit or the account of any such Guarantor against any and all of the Obligations obligations of each such Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Agent or Lenders Lender shall have made any demand hereunder against any Borrower or any other Loan Party Person and although such Obligations obligations may be contingent and unmatured. The rights of Agent and Lenders Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders Lender may have. Upon such declaration by AgentLender, with respect to any claims (other than those claims referred to in the immediately preceding paragraphSection 12.9) of any such Guarantor against any Loan Party Borrower or any other Guarantors (for purposes of this Section 12.10, the “Guarantor Claims”), Agent Lender shall have the full right on the part of Agent Lender in its own name or in the name of such Guarantor to collect and enforce such Guarantor Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent Lender and each of its officers being hereby irrevocably constituted attorneys-in-fact for each such Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each such Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent Lender and will pay to Agent Lender forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party Borrower or any other Guarantor on account of the Guarantor Claims. Each Guarantor agrees that at no time hereafter will any of the Guarantor Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to AgentLender, or if payable to any such Guarantor, shall forthwith be endorsed by such Guarantor to AgentLender. Each Guarantor agrees that no payment on account of the Guarantor Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any such Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon such declaration by Agent, Agent, Agent and Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon such declaration by the Agent, Agent, the Agent and Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by the Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not the Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of the Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which the Agent and Lenders may have. Upon such declaration by the Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), the Agent shall have the full right on the part of the Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, the Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Agent and will pay to the Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to the Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Administrative Agent may and upon written request of the Required Lenders shallmay, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon such declaration by Administrative Agent, Agent, Lenders and any of their Affiliates are Administrative Agent is hereby authorized at any time and from time to time to set set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders Lender Parties to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Administrative Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of Administrative Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders Lender Parties may have. Upon such declaration by Administrative Agent, with respect to any claims Claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Administrative Agent shall have the full right on the part of Administrative Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Administrative Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent Administrative Agent, for the benefit of itself and the Lenders, and will pay to Agent Administrative Agent, for the benefit of itself and the Lenders, forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Administrative Agent, for the benefit of itself and the Lenders,, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Administrative Agent, for the benefit of itself and the Lenders. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance continuation of any Event of Default, Agent may and upon written request of the Required Lenders shallLender may, without notice to or demand upon any Loan PartyBorrower, any Guarantor or any other Person, declare all or any portion obligations of the Obligations of such any Guarantor hereunder under this Article 16 immediately due and payable, and shall be entitled to enforce the Obligations obligations of each GuarantorGuarantor under this Article 16. Upon such declaration by Agentthe Lender, Agent, Lenders and any of their Affiliates are the Lender is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness at any time owing by Agent or Lenders the Lender to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each such Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Agent or Lenders the Lender shall have made any demand hereunder against Borrower, any other Loan Party Guarantor or any other Person and although such Obligations obligations may be contingent and unmatured. The rights of Agent and Lenders the Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders the Lender may have. Upon such declaration by Agentthe Lender, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against Borrower or any Loan Party other Guarantors (the “Claims”), Agent the Lender shall have the full right on the part of Agent the Lender in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent the Lender and each of its officers being hereby irrevocably constituted attorneys-in-fact for each such Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each such Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent the Lender and will pay to Agent the Lender forthwith upon receipt thereof any amounts which such Guarantor may receive from Borrower or any Loan Party other Guarantor on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Agentthe Lender, or if payable to any such Guarantor, shall forthwith be endorsed by such Guarantor to Agentthe Lender. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance continuation of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by Agent, Agent, Agent and Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Designated Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Designated Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Designated Claims, except as permitted hereunder. Each Guarantor agrees that at no time hereafter will any of the Designated Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Designated Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any US Loan Party, any US Guarantor or any other Person, declare all or any portion of the US Obligations of such US Guarantor hereunder immediately due and payable, and shall be entitled to enforce the US Obligations of each US Guarantor. Upon such declaration by Agent, Agent, Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any US Guarantor against any and all of the US Obligations of each US Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreement, whether or not Agent or Lenders shall have made any demand hereunder against any other US Loan Party and although such US Obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any US Guarantor against any US Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such US Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each US Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each US Guarantor any instrument for the payment of money. Each US Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such US Guarantor may receive from any US Loan Party on account of the Claims. Each US Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any US Guarantor, shall forthwith be endorsed by such US Guarantor to Agent. Each US Guarantor agrees that no payment on account of the Claims or any Lien therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any UCC financing statement statements or PPSA financing statements be filed with respect thereto by any US Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Credit Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon such declaration by the Agent, Agent, the Agent and Lenders (and any of their Affiliates thereof) are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by the Agent or Lenders (or such Affiliate) to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not the Agent or Lenders shall have made any demand hereunder against any other Loan Credit Party and although such Obligations obligations may be contingent and unmatured. The rights of the Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which the Agent and Lenders may have. Upon such declaration by the Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Credit Party (the “"Claims”"), the Agent shall have the full right on the part of the Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, the Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Agent and will pay to the Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Credit Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to the Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by Agent, Agent, Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreement, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shallLender may, without notice to or demand upon any Loan PartyBorrower, any Guarantor or any other Person, declare all or any portion obligations of the Obligations of such any Guarantor hereunder under this Section 12 immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantorsuch Guarantor under this Section 12. Upon such declaration by AgentLender, Agent, Lenders and any of their Affiliates are Lender is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders Lender to or for the credit or the account of any such Guarantor against any and all of the Obligations obligations of each such Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Agent or Lenders Lender shall have made any demand hereunder against any Borrower or any other Loan Party Person and although such Obligations obligations may be contingent and unmatured. The rights of Agent and Lenders Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders Lender may have. Upon such declaration by AgentLender, with respect to any claims (other than those claims referred to in the immediately preceding paragraphSection 12.9) of any such Guarantor against any Loan Party Borrower or any other Guarantors (for purposes of this Section 12.10, the “Guarantor Claims”), Agent Lender shall have the full right on the part of Agent Lender in its own name or in the name of such Guarantor to collect and enforce such Guarantor Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent Lender and each of its officers being hereby irrevocably constituted attorneys-in-fact for each such Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each such Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent Lender and will pay to Agent Lender forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party Borrower or any other Guarantor on account of the Guarantor Claims. Each Guarantor agrees that at no time hereafter will any of the Guarantor Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to AgentLender, or if payable to any such Guarantor, shall forthwith be endorsed by such Guarantor to AgentLender. Each Guarantor agrees that no payment on account of the Guarantor Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any such Guarantor.. 12.11

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by Agent, Agent, Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreement, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shallLender may, without notice to or demand upon any Loan Party, any Guarantor or any other Person, declare all or any portion of the Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by Agentthe Lender, Agent, Lenders the Lender and any of their its Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by Agent or Lenders the Lender to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreement, whether or not Agent or Lenders the Lender shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of Agent and Lenders the Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders the Lender may have. Upon such declaration by Agentthe Lender, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent the Lender shall have the full right on the part of Agent the Lender in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent the Lender and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent the Lender and will pay to Agent the Lender forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Agentthe Lender, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agentthe Lender. Each Guarantor agrees that no payment on account of the Claims or any Lien therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Agent may may, and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon such declaration by the Agent, Agent, the Agent and Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by the Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not the Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of the Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which the Agent and Lenders may have. Upon such declaration by the Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), the Agent shall have the full right on the part of the Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, the Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Agent and will pay to the Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to the Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon Subject to the limitations set forth in Sections 16.3 and 16.4, upon such declaration by Agent, Agent, Agent and Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Administrative Agent may and upon written request of the Required or Lenders shallmay, without notice to or demand upon any Loan PartyBorrower, any Guarantor or any other Person, declare all or any portion obligations of the Obligations of such any Guarantor hereunder under this Section 9 immediately due and payable, and shall be entitled to enforce the Obligations obligations of each GuarantorGuarantor under this Section 9. Upon such declaration by AgentAdministrative Agent or Lenders, Agent, Administrative Agent and Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness or other liabilities at any time owing by Administrative Agent or Lenders to or for the credit or the account of any such Guarantor against any and all of the Obligations obligations of each such Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Administrative Agent or Lenders Xxxxxxx shall have made any demand hereunder against any Borrower or any other Loan Party Person and although such Obligations obligations may be contingent and unmatured. The rights of Administrative Agent and Lenders hereunder Xxxxxxx xxxxxxxxx are in addition to other rights and remedies (including other rights of set-off) which Administrative Agent and Lenders may have. Upon such declaration by AgentXxxxxxx, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any each Guarantor against any Loan Party Borrower or any other Guarantors (for purposes of this Section 9.10, the “Claims”), Agent each Secured Creditor shall have the full right on the part of Agent such Secured Creditor in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent each Secured Creditor and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each such Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent Secured Creditors and will pay to Agent Secured Creditors forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party Borrower or any other Guarantor on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Administrative Agent, or if payable to any such Guarantor, shall forthwith be endorsed by such Guarantor to Administrative Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any such Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may may, and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion obligations of any of the Obligations of such Guarantor Guarantors hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each such Guarantor. Upon such declaration by the Administrative Agent, Agent, the Administrative Agent and the Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness indebtedness at any time owing by the Administrative Agent or the Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each of such Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not the Administrative Agent or the Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of the Administrative Agent and the Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which the Administrative Agent and the Lenders may have. Upon such declaration by the Administrative Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any other Loan Party (the “Claims”), the Administrative Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, the Administrative Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Administrative Agent and will pay to the Administrative Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any of the other Loan Party Parties on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to the Administrative Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Administrative Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon such declaration by the Agent, Agent, the Agent and Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by the Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not the Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of the Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which the Agent and Lenders may have. Upon such declaration by the Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “"Claims”"), the Agent shall have the full right on the part of the Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, the Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Agent and will pay to the Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to the Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon such declaration by the Agent, Agent, the Agent and Lenders (and any of their Affiliates thereof) are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by the Agent or Lenders (or such Affiliate) to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not the Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of the Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which the Agent and Lenders may have. Upon such declaration by the Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “"Claims”"), the Agent shall have the full right on the part of the Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, the Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Agent and will pay to the Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to the Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor or any other Person, declare all or any portion of the Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by Agent, Agent, Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreement, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien therein shall be created, received, accepted or retained during 148 the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor Party or any other Person, declare all or any portion of the Obligations obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantor. Upon such declaration by the Agent, Agent, the Agent and Lenders (and any of their Affiliates thereof) are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by the Agent or Lenders (or such Affiliate) to or for the credit or the account of any Guarantor against any and all of the Obligations obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not the Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations obligations may be contingent and unmatured. The rights of the Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which the Agent and Lenders may have. Upon such declaration by the Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), the Agent shall have the full right on the part of the Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, Guarantor will not vote with respect to such Claims in any bankruptcy or proceeding for the arrangement of debts at any time proposedproposed in a manner adverse to Agent’s interest, or otherwise, the Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Agent and will pay to the Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or notes, other negotiable instruments or writings, except and in such event they shall either be made payable to the Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien security interest therein shall be created, received, accepted or retained during after the continuance occurrence of any Event of Default which has not been waived in writing by Agent nor shall any financing statement be filed with respect thereto by any Guarantor.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders Seller shall, without notice to or demand upon any Loan Party, any Purchaser and each Guarantor or any other Person, declare all or any portion obligations of the Obligations of such any Guarantor hereunder under this Article XV immediately due and payable, and shall be entitled to enforce the Obligations obligations of each Guarantorsuch Guarantor under this Article XV. Upon such declaration by AgentSeller, Agent, Lenders and any of their Affiliates are Seller is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional provisions or final) at any time held and other Indebtedness indebtedness at any time owing by Agent or Lenders Seller to or for the credit or the account of any such Guarantor against any and all of the Obligations obligations of each such Guarantor now or hereafter existing hereunder in accordance with the terms of this Agreementhereunder, whether or not Agent or Lenders Seller shall have made any demand hereunder against Purchaser or any other Loan Party Person and although such Obligations obligations may be contingent and unmatured. The rights of Agent and Lenders Seller hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders Seller may have. Upon such declaration by AgentSeller, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any such Guarantor against any Loan Party Purchaser and each Guarantor (for purposes of this Section 15.10, the “Guaranty Claims”), Agent Seller shall have the full right on the part of Agent Seller in its own name or in the name of such Guarantor to collect and enforce such Guaranty Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent Seller and each of its officers being hereby irrevocably constituted attorneys-in-fact for each such Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each such Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent Seller and will pay to Agent Seller forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party Purchaser and each Guarantor on account of the Guaranty Claims. Each Guarantor agrees that at no time hereafter will any of the Guaranty Claims be represented by any notes or other negotiable instruments or writings, except and in such event event, they shall either be made payable to AgentSeller, or if payable to any such Guarantor, shall forthwith be endorsed by such Guarantor to AgentSeller. Each Guarantor agrees that no payment on account of the Guaranty Claims or any Lien security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect thereto by any such Guarantor.