Common use of Lien and Setoff Clause in Contracts

Lien and Setoff. Borrowers, and each of them, hereby grant to the Administrative Agent, the Lenders and the Swingline Lender a continuing lien, security interest, and right of setoff as security for all of its liabilities and Obligations to the Lenders and the Swingline Lender, whether now existing or hereafter arising, upon and against all the deposits, credits, collateral and property of each of the Borrowers (other than clients’ trust and other fiduciary accounts or escrows) now or hereafter in the possession, custody, or control of, or in transit to, the Lenders. Upon a Default or an Event of Default or upon receipt by any of the Lenders or the Swingline Lender of any legal process, including summons to trustee, relating to any deposits, credits, collateral or property of the Borrowers, or any of them, in the possession, custody or control of, or in transit to, any of the Lenders or the Swingline Lender, without further demand or notice (any such notice being expressly waived by Borrowers), the Lenders and the Swingline Lender may each set off the same or any part thereof and pay over such sums to the Administrative Agent to be applied to any liability or obligation of Borrowers, or any of them, even though unmatured and regardless of the adequacy of any other collateral securing the Loan evidenced hereby. TO THE EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO REQUIRE LENDERS OR THE SWINGLINE LENDER TO EXERCISE THEIR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LIABILITIES PRIOR TO EXERCISING THEIR RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY OF THE BORROWERS, ARE HEREBY VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVED.

Lien and Setoff. Borrowers, and each of them, hereby grant to the Administrative Agent, the Lenders and the Swingline Lender a continuing lien, security interest, and right of setoff as security for all of its liabilities and Obligations obligations to the Lenders and the Swingline Lender, whether now existing or hereafter arising, upon and against all the deposits, credits, collateral and property of each of the Borrowers (other than clients’ trust and other fiduciary accounts or escrows) now or hereafter in the possession, custody, or control of, or in transit to, the LendersLender. Upon a Default or an Event of Default or upon receipt by any of the Lenders or the Swingline Lender of any legal process, including summons to trustee, relating to any deposits, credits, collateral or property of the Borrowers, or any of them, in the possession, custody or control of, or in transit to, any of the Lenders or the Swingline Lender, without further demand or notice (any such notice being expressly waived by Borrowers), the Lenders and the Swingline Lender may each set off setoff the same or any part thereof and pay over such sums to apply the Administrative Agent to be applied same to any liability or obligation of Borrowers, or any of them, even though unmatured and regardless of the adequacy of any other collateral securing the Loan evidenced hereby. TO THE EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO REQUIRE LENDERS OR THE SWINGLINE LENDER TO EXERCISE THEIR ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LIABILITIES PRIOR TO EXERCISING THEIR ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY OF THE BORROWERS, ARE HEREBY VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVED.. Executed by each of the parties below as a document under seal as of the date first written above: TMA Enterprises of Ferndale, LLC Xxxxxx Group, L.L.C. AMC Xxxxxx, LLC Buckeye Group, LLC Buckeye Group II, LLC, Each a Michigan Limited Liability Company By: AMC Wings, Inc., sole member of each of the above listed entities By: /s/Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx, Secretary AMC Crown Point, Inc. AMC Hobart, Inc. AMC Schererville, Inc. AMC Valparaiso, Inc. Indy/Michigan Road Inc. Avon Burgers, Inc. Westfield Burgers, Inc. each, an Indiana corporation AMC Lakeland, Inc. AMC Sarasota, Inc. AMC Ft. Xxxxx, Inc. AMC Largo, Inc. AMC Ybor, Inc. each, a Florida corporation AMC Calumet City, Inc. AMC Homewood, Inc. AMC Lansing, Inc. AMC Lincoln Park, Inc. each, an Illinois corporation Flyer Enterprises, Inc. Anker, Inc. TMA Enterprises of NOVI, Inc. AMC Grand Blanc, Inc. AMC Petoskey, Inc. AMC Xxxx, Inc. AMC Flint, Inc. AMC Port Huron, Inc. AMC Chesterfield, Inc. AMC Marquette, Inc. MCA Enterprises Xxxxxxx, Inc. AMC North Port, Inc. AMC Riverview, Inc. Berkley Burgers, Inc. Xxxx Burgers, Inc. Xxx Arbor Burgers, Inc. AMC Traverse City, Inc. Brighton Burgers, Inc. Cascade Burgers Real Estate, Inc. Cascade Burgers, Inc. East Lansing Burgers, Inc. Bearcat Enterprises, Inc. Shelby Township Burgers, Inc. AMC Detroit, Inc. Bloomfield Burgers, Inc. Holland Burgers, Inc. Grandville Burgers, Inc. Chesterfield Township Burgers, Inc. Detroit Burgers, Inc. Grand Rapids Burgers, Inc. AMC Sault Ste. Xxxxx, Inc. AMC Lapeer, Inc. each, a Michigan corporation By: /s/Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx, Secretary of each of the above listed entities STATE OF MICHIGAN COUNTY OF MACOMB On this 24 day of September, 2012, before me, the undersigned notary public, personally appeared Xxxxx X. Xxxxxx, as Secretary of AMC Wings, Inc., the sole member of each of TMA Enterprises of Ferndale, LLC, Xxxxxx Group, L.L.C., AMC Xxxxxx, LLC, Buckeye Group, LLC and Buckeye Group II, LLC, proved to me through satisfactory evidence of identification, which was State of Michigan driver’s license, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it as such Secretary, voluntarily for its stated purpose. Print Name: Notary Public, Macomb County, MI Acting in Macomb County My commission expires: 0/00/0000 XXXXX XX XXXXXXXX XXXXXX XX XXXXXX Xx this 24 day of September, 2012, before me, the undersigned notary public, personally appeared Xxxxx X. Xxxxxx, as Secretary of each of Flyer Enterprises, Inc., Anker, Inc., TMA Enterprises of Novi, Inc., AMC Grand Blanc, Inc., AMC Petoskey, Inc., AMC Xxxx, Inc., AMC Flint, Inc., AMC Port Huron, Inc., AMC Chesterfield, Inc., AMC Marquette, Inc., MCA Enterprises Xxxxxxx, Inc., AMC North Port, Inc., AMC Riverview, Inc., Berkley Burgers, Inc., Xxxx Burgers, Inc., Xxx Arbor Burgers, Inc., AMC Traverse City, Inc., Brighton Burgers, Inc., Cascade Burgers Real Estate, Inc., Cascade Burgers, Inc., East Lansing Burgers, Inc., Bearcat Enterprises, Inc., Chesterfield Township Burgers, Inc., Detroit Burgers, Inc., Grand Rapids Burgers, Inc., AMC Sault Ste. Xxxxx, Inc., AMC Lapeer, Inc., AMC Lakeland, Inc., AMC Sarasota, Inc., AMC Ft. Xxxxx, Inc., AMC Ybor, Inc., Shelby Township Burgers, Inc., AMC Detroit, Inc., AMC Largo, Inc., Bloomfield Burgers, Inc., Holland Burgers, Inc., Grandville Burgers, Inc., Indy/Michigan Road Inc., Avon Burgers, Inc., Westfield Burgers, Inc., AMC Calumet City, Inc., AMC Homewood, Inc., AMC Lansing, Inc., AMC Lincoln Park, Inc., AMC Crown Point, Inc., AMC Hobart, Inc., AMC Schererville, Inc., and AMC Valparaiso, Inc., proved to me through satisfactory evidence of identification, which was State of Michigan driver’s license, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it as such Secretary, voluntarily for its stated purpose. Print Name: Notary Public, Macomb County, MI Acting in Macomb County My commission expires: 7/19/2017 RBS CITIZENS, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President

Lien and Setoff. Borrowers, and each of them, hereby grant Each Subsidiary Guarantor grants to the Administrative Agent, on behalf of the Lenders and the Swingline Lender Lenders, a continuing lien, security interest, and right of setoff as security for all of its Guarantor's liabilities and Obligations obligations to the Lenders and the Swingline LenderLenders, whether now existing or hereafter later arising, upon and against all the deposits, credits, collateral and property of each of the Borrowers Guarantor (other than clients’ trust and other fiduciary accounts or escrows) now or hereafter in the possession, custody, or control ofof Agent, Lenders, or any entity under the control of Lender and their successors and assigns or in transit to, the Lenders. Upon a Default or an Event of Default or upon receipt by any of the Lenders or the Swingline Lender of any legal process, including summons to trustee, relating to any deposits, credits, collateral or property of the Borrowers, or any of them, in the possession, custody or control of, or in transit to, . At any of the Lenders or the Swingline Lendertime, without further demand or notice (any such notice being expressly waived by Borrowerseach Subsidiary Guarantor), the Lenders and the Swingline Lender may each set off the same or any part thereof and pay over such sums to apply the Administrative Agent to be applied same to any liability or obligation of Borrowers, or any of them, such Subsidiary Guarantor even though unmatured and regardless of the adequacy of any other collateral securing the Loan evidenced herebythis Guaranty. TO THE EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO REQUIRE LENDERS OR THE SWINGLINE ANY LENDER TO EXERCISE THEIR ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LIABILITIES GUARANTEED OBLIGATIONS PRIOR TO EXERCISING THEIR ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY OF THE BORROWERSSUBSIDIARY GUARANTORS, ARE HEREBY VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVED.. Continuing and Unconditional Guaranty