Common use of SECURITY; SET-OFF Clause in Contracts

SECURITY; SET-OFF. Regardless of the adequacy of any Collateral or any other means of obtaining repayment for any Obligations, any deposits, balances or other sums credited by or due from the head office of the Agent, any Lender or any of their branch offices to Guarantor and any property of Guarantor now or hereafter in the possession, custody, safekeeping or control of the Agent or any Lender or in transit to the Agent or any Lender may, at any time and from time to time, without notice to the Guarantor or compliance with any other condition precedent now or hereafter imposed by statute, rule of law, or otherwise (all of which are hereby expressly waived by the Guarantor) and to the fullest extent permitted by law, set off, appropriated and applied by the Agent or any Lender against any and all Obligations of the Guarantor in such manner as the head office of the Agent, any Lender or any of their branch offices in their sole discretion may determine, and the Guarantor hereby grants the Agent and each Lender a continuing security interest in such deposits, balances, other sums and property for the payment and performance of all such Obligations and although such Obligations may be contingent or unmatured. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF WITH RESPECT TO SUCH DEPOSITS, BALANCES, OTHER SUMS AND PROPERTY OF THE GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Agent, Lender or the branch office, as the case may be, will provide prompt notice to the Guarantor of any setoff hereunder.

SECURITY; SET-OFF. Regardless of the adequacy of any Collateral or any other means of obtaining repayment As security for any Obligations, any deposits, balances or other sums credited by or due from the head office of the Agent, any Lender or any of their branch offices to Guarantor and any property of Guarantor now or hereafter in the possession, custody, safekeeping or control of the Agent or any Lender or in transit to the Agent or any Lender may, at any time and from time to time, without notice to the Guarantor or compliance with any other condition precedent now or hereafter imposed by statute, rule of law, or otherwise (all of which are hereby expressly waived by the Guarantor) and to the fullest extent permitted by law, set off, appropriated and applied by the Agent or any Lender against any and all Obligations liabilities of the Guarantor in such manner as the head office of the Agenthereunder, any Lender or any of their branch offices in their sole discretion may determinenow existing and hereafter arising, and the Guarantor hereby grants the Agent and each Lender Bank a continuing security interest in any and all moneys, furniture, fixtures, equipment, inventory, documents, investment property, financial assets, promissory notes and other instruments, chattel paper, accounts, payment intangibles and other general intangibles, deposit accounts, supporting obligations, including guarantees, letters-of-credit and letters-of-credit rights and any and all other forms of property and things of value (real, personal or mixed) and any right, title and interest of Guarantor therein and thereto and the proceeds thereof, which have been and may hereafter be deposited or left with Bank (or with any agent or other third person acting on Bank’s behalf) by or for the account or credit of Guarantor, including, without limitation, any property in which Guarantor may have an interest. Furthermore, where any obligation of Guarantor is due and unpaid Bank hereunder, Bank is herewith authorized to exercise its right of set-off or “bank lien” as to any demand, checking, time, savings, and other deposit accounts of any nature maintained in and with it by Guarantor, without advance notice. Such right of set-off shall also be applicable and exercised by Bank, in its sole discretion, where Bank is indebted to any Guarantor by reason of any certificate of deposit, bond, instrument or otherwise. Bank also is granted and shall otherwise have recoupment rights and may exercise such depositsrecoupment rights where any obligation of Guarantor is due and unpaid to Bank hereunder. If Guarantor or others have executed and delivered to Bank any separate deeds of trust, balancesmortgages, security deeds, deeds to secure debts, trust deeds, security agreements, assignments or other sums security documents in connection with this Guaranty Agreement, the property and property for the rights therein described shall secure this Guaranty Agreement and Guarantor’s payment and performance obligations hereunder to the extent and all as provided herein and in said separate security documents. If Guarantor or others have so executed and delivered security documents as aforesaid, some or all of all such Obligations and although such Obligations them may be contingent listed or unmatured. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONSdescribed on Exhibit A attached hereto, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF WITH RESPECT TO SUCH DEPOSITSbut, BALANCES, OTHER SUMS AND PROPERTY OF THE GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Agent, Lender or the branch office, as the case may be, will provide prompt notice to the Guarantor failure of any setoff hereunderor all of such security documents to be listed or described thereon shall not limit this Guaranty Agreement, the effectiveness and enforceability of any security documents not listed or described on Exhibit A and the liabilities of Guarantor and others hereunder or under such security documents.

SECURITY; SET-OFF. Regardless The Guarantor grants to the Bank, as security for the full and punctual payment and performance of the adequacy of any Collateral Guarantor's obligations hereunder, a continuing lien on and security interest in all securities or other property belonging to the Guarantor now or hereafter held by the Bank or any other means affiliate of obtaining repayment for any Obligationsthe Bank and in all deposits (general or special, any depositstime or demand, balances provisional or final) and other sums credited by or due from the head office Bank to the Guarantor or subject to withdrawal by the Guarantor except for any payroll account, pension or profit sharing balances or similar trust fund accounts or balances of Guarantor; and regardless of the Agent, adequacy of any Lender collateral or any other means of their branch offices to Guarantor and any property of Guarantor now or hereafter in the possession, custody, safekeeping or control obtaining repayment of the Agent or any Lender or in transit to Obligations, the Agent or any Lender may, Bank is hereby authorized at any time and from time to time, without notice to the Guarantor or compliance with (any other condition precedent now or hereafter imposed by statute, rule of law, or otherwise (all of which are hereby such notice being expressly waived by the Guarantor) and to the fullest extent permitted by law, to set off, appropriated off and applied by apply such deposits and other sums against the Agent or any Lender against any and all Obligations obligations of the Guarantor in such manner as until this Guaranty, whether or not the head office of the Agent, Bank shall have made any Lender or any of their branch offices in their sole discretion may determine, and the Guarantor hereby grants the Agent and each Lender a continuing security interest in such deposits, balances, other sums and property for the payment and performance of all such Obligations demand under this Guaranty and although such Obligations obligations may be contingent or unmatured. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHTS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITSSECURITIES, BALANCES, DEPOSITS OR OTHER SUMS AND PROPERTY OF THE GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Agent, Lender or the branch office, as the case may be, will provide prompt notice to the Guarantor of any setoff hereunder.

SECURITY; SET-OFF. Regardless The Guarantor grants to Agent for the benefit of itself and the Lenders as security for the full and punctual payment and performance of the adequacy of any Collateral or any other means of obtaining repayment for any Obligations, any a continuing lien on and security interest in all securities, deposits, balances credit, collateral and other property belonging to the Guarantor now or hereafter held by Agent and/or the Lenders and other sums credited by or due from Agent and/or the head office Lenders or any affiliate of any of them to the Guarantor, regardless of the Agent, adequacy of any Lender collateral or any their means of their branch offices to Guarantor and any property of Guarantor now or hereafter in obtaining the possession, custody, safekeeping or control payment of the Obligations. Agent or any Lender or in transit to and each of the Agent or any Lender may, Lenders are each hereby authorized at any time and from time to timetime after an Event of Default or a Guaranty Event of Default has occurred and is continuing, without prior notice to the Guarantor or compliance with (any other condition precedent now or hereafter imposed by statute, rule of law, or otherwise (all of which are hereby such notice being expressly waived by the Guarantor) Guarantor and to the fullest extent permitted by law), to set off, appropriated off and applied by the Agent or any Lender against any apply such deposits and all Obligations of the Guarantor in such manner as the head office of the Agent, any Lender or any of their branch offices in their sole discretion may determine, and the Guarantor hereby grants the Agent and each Lender a continuing security interest in such deposits, balances, other sums and property for against the payment and performance of all such Obligations whether or not Agent and/or the Lenders shall have made any demand under this Guaranty and although such Obligations may be contingent or unmatured. Each such Lender agrees to notify Guarantor and Agent after any such setoff and application; provided, that, the failure to give such notice shall not affect the validity of such setoff and application. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR AND REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THIS GUARANTY OR THE OBLIGATIONSLOAN, PRIOR TO EXERCISING ITS RIGHTS RIGHT OF SETOFF SET OFF WITH RESPECT TO SUCH DEPOSITS, BALANCES, CREDITS AND OTHER SUMS AND PROPERTY OF THE GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Agent, Promptly following any notice of setoff received by Agent from a Lender or the branch office, as the case may be, will provide prompt notice pursuant to the Guarantor foregoing, Agent shall notify each of any setoff hereunderthe other Lenders thereof.

SECURITY; SET-OFF. Regardless If an Event of the adequacy Default shall have occurred and be continuing, each Bank and each of any Collateral or any other means of obtaining repayment for any Obligations, any deposits, balances or other sums credited by or due from the head office of the Agent, any Lender or any of their branch offices to Guarantor and any property of Guarantor now or hereafter in the possession, custody, safekeeping or control of the Agent or any Lender or in transit to the Agent or any Lender may, its affiliates is hereby authorized at any time and from time to time, without notice to the Guarantor or compliance with any other condition precedent now or hereafter imposed by statute, rule of law, or otherwise (all of which are hereby expressly waived by the Guarantor) and to the fullest extent permitted by applicable law, to set offoff and apply any and all deposits (general or special, appropriated time or demand, provisional or final, in whatever currency) at any time held and applied other obligations (in whatever currency) at any time owing by the Agent such Bank or any Lender such affiliate to or for the credit or the account of any Guarantor or any other Loan Party against any and all Obligations of the obligations of Guarantor in or such manner as the head office of the Agent, any Lender Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Bank or any such affiliate, irrespective of their branch offices in their sole discretion may determine, and the Guarantor hereby grants the Agent and each Lender a continuing security interest in whether or not such deposits, balances, Bank shall have made any demand under this Guaranty or any other sums and property for the payment and performance of all such Obligations Loan Document and although such Obligations obligations of such Guarantor or such Loan Party may be contingent or unmaturedunmatured or are owed to a branch or office of such Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Bank and their respective affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Bank or its respective affiliates may have. Each Bank agrees to notify Guarantor and Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONSLOANS, PRIOR TO EXERCISING ITS RIGHTS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, BALANCES, CREDITS OR OTHER SUMS AND PROPERTY OF THE GUARANTOR BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Agent, Lender or the branch office, as the case may be, will provide prompt notice to the Guarantor of any setoff hereunder.