Common use of Security; Setoff Clause in Contracts

Security; Setoff. Each Guarantor hereby grants to the Lender, a lien, security interest and a right of setoff as security for all liabilities and obligations to the Lender under this Guaranty or any other Loan Document, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Lender or any entity under the control of the Lender, or in transit to any of them. At any time during the continuance of an Event of Default, without demand or notice, the Lender may set off the same or any part thereof and apply the same to any liability or obligation of such Guarantor under this Guaranty or any other Loan Document even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Lender shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to any such security or guarantee in any particular order and each Guarantor waives, to the fullest extent that it lawfully can, (a) any right it might have to require the Lender to pursue any particular remedy before proceeding against it and (b) any right to the benefit of, or to direct the application of the proceeds of any collateral until the Obligations are paid in full.

Security; Setoff. Each Guarantor hereby grants to the LenderAgent, for the ratable benefit of the Lenders, a lien, security interest and a right of setoff as security for all liabilities and obligations to the Lender under this Guaranty or any other Loan DocumentAgent, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of the Lender Agent or any entity under the control of the LenderAgent, or in transit to any of them. At any time during the continuance of an Event of Default, without demand or notice, the Lender Agent may set off the same or any part thereof and apply the same to any liability or obligation of such Guarantor under this Guaranty or any other Loan Document even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Lender Agent shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to any such security or guarantee in any particular order and each Guarantor waives, to the fullest extent that it lawfully can, (a) any right it might have to require the Lender Agent to pursue any particular remedy before proceeding against it and (b) any right to the benefit of, or to direct the application of the proceeds of any collateral until the Obligations are paid in full.

Security; Setoff. Each Guarantor hereby of such Guarantors grants to each of the LenderAgent and the Banks, a lien, security interest and a right of setoff as security for the full and punctual payment and performance of all liabilities of such Guarantor's obligations hereunder, a continuing lien on and obligations security interest in all securities or other property belonging to the Lender under this Guaranty or any other Loan Document, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, such Guarantor now or hereafter held by the Agent or such Bank and in all deposits (general or special, time or demand, provisional or final) and other sums credited by or due from the possession, custody, safekeeping Agent or control of such Bank to such Guarantor or subject to withdrawal by such Guarantor. Upon the Lender or any entity under the control of the Lender, or in transit to any of them. At any time occurrence and during the continuance of an any Event of Default, each Bank is hereby authorized at any time and from time to time, without demand or notice, the Lender may set off the same or any part thereof and apply the same to any liability or obligation of such Guarantor under this Guaranty or any other Loan Document even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Lender shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to notice (any such security or guarantee in any particular order notice being expressly waived hereby) and each Guarantor waives, to the fullest extent permitted by law and without regard to any collateral or other source of payment whatsoever, to set off and apply any and all deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of the Bank where the deposits are held) at any time held or other sums credited by or due from any of the Banks to any of the Guarantors against any and all Obligations of the Borrower and the Guarantors to the Banks. Each of the Banks agrees with the other Banks that it lawfully can, (a) any right it might have if an amount to require be set off is to be applied to Indebtedness of the Lender Borrower or Guarantor to pursue any particular remedy before proceeding against it a Bank, other than Indebtedness evidenced by the then outstanding Loans or Reimbursement Obligations held by all of the Banks, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all Outstanding Loans or Reimbursement Obligations of such Bank, and (b) if a Bank shall receive from the Borrower or Guarantor whether by voluntary payment, exercise of the right of set-off, counterclaim, cross action, enforcement of the claim related to Loans by a Bank by proceedings against the Borrower or such Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, any right payment so received shall be shared so as to give effect to the benefit of, or to direct the application provisions of the proceeds of any collateral until the Obligations are paid in fullsec.

Security; Setoff. Each Guarantor hereby of such Guarantors grants to each of the LenderAgent and the Banks, a lien, security interest and a right of setoff as security for the full and punctual payment and performance of all liabilities of such Guarantor's obligations hereunder, a continuing lien on and obligations security interest in all securities or other property belonging to the Lender under this Guaranty or any other Loan Document, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, such Guarantor now or hereafter held by the Agent or such Bank and in all deposits (general or special, time or demand, provisional or final) and other sums credited by or due from the possession, custody, safekeeping Agent or control of such Bank to such Guarantor or subject to withdrawal by such Guarantor. Upon the Lender or any entity under the control of the Lender, or in transit to any of them. At any time occurrence and during the continuance of an any Event of Default, each Bank is hereby authorized at any time and from time to time, without demand or notice, the Lender may set off the same or any part thereof and apply the same to any liability or obligation of such Guarantor under this Guaranty or any other Loan Document even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Lender shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to notice (any such security or guarantee in any particular order notice being expressly waived hereby) and each Guarantor waives, to the fullest extent permitted by law and without regard to any collateral or other source of payment whatsoever, to set off and apply any and all deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of the Bank where the deposits are held) at any time held or other sums credited by or due from any of the Banks to any of the Guarantors against any and all Obligations of the Borrowers and the Guarantors to the Banks. Each of the Banks agrees with the other Banks that it lawfully can, (a) if an amount to be set off is to be applied to Indebtedness of any right it might have Borrower or Guarantor to require a Bank, other than Indebtedness evidenced by the Lender then Outstanding Loans or Reimbursement Obligations held by all of the Banks, such amount shall be applied ratably to pursue any particular remedy before proceeding against it such other Indebtedness and to the Indebtedness evidenced by all Outstanding Loans or Reimbursement Obligations of such Bank, and (b) if a Bank shall receive from any Borrower or Guarantor whether by voluntary payment, exercise of the right of set-off, counterclaim, cross action, enforcement of the claim related to Loans by a Bank by proceedings against such Borrower or such Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, any payment so received shall be shared so as to give effect to the benefit ofprovisions of Section 9.1 and, or to direct thereafter, in the application of the proceeds of any collateral until the Obligations are paid in fullmanner contemplated by Section 2.17.