Common use of Security; Setoff Clause in Contracts

Security; Setoff. Each of such Guarantors grants to each of the Agent and the Banks, as security for the full and punctual payment and performance of all of such Guarantor's obligations hereunder, a continuing lien on and security interest in all securities or other property belonging to 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 Agent or such Bank to such Guarantor or subject to withdrawal by such Guarantor. Upon the occurrence and during the continuance of any Event of Default, each Bank is hereby authorized at any time and from time to time, without notice (any such notice being expressly waived hereby) and 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 (a) if an amount to be set off is to be applied to Indebtedness of any Borrower or Guarantor to 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 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 provisions of Section 9.1 and, thereafter, in the manner contemplated by Section 2.17.

Security; Setoff. Each of such Guarantors Guarantor hereby grants to each the Lender, a lien, security interest and a right of the Agent and the Banks, setoff as security for all liabilities and obligations to the full Lender under this Guaranty or any other Loan Document, whether now existing or hereafter arising, upon and punctual payment against all deposits, credits, collateral and performance of all of such Guarantor's obligations hereunderproperty, a continuing lien on and security interest in all securities or other property belonging to such Guarantor now or hereafter held by in the Agent possession, custody, safekeeping or such Bank and control of the Lender or any entity under the control of the Lender, or in all deposits (general or special, transit to any of them. At any time or demand, provisional or final) and other sums credited by or due from the Agent or such Bank to such Guarantor or subject to withdrawal by such Guarantor. Upon the occurrence and during the continuance of any an Event of Default, each Bank is hereby authorized at without demand or notice, the Lender may set off the same or any time part thereof and from time apply the same to timeany 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, without notice (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 notice being expressly waived hereby) security or guarantee in any particular order and each Guarantor waives, to the fullest extent permitted by law and without regard to any collateral or other source of payment whatsoeverthat it lawfully can, 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 (a) if an amount any right it might have to be set off is require the Lender to be applied to Indebtedness of pursue any Borrower or Guarantor to 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, particular remedy before proceeding against it and (b) if a Bank shall receive from any Borrower right to the benefit of, or Guarantor whether by voluntary payment, exercise to direct the application of the right proceeds of set-off, counterclaim, cross action, enforcement of any collateral until the claim related to Loans by a Bank by proceedings against such Borrower or such Guarantor at law or Obligations are paid 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 provisions of Section 9.1 and, thereafter, in the manner contemplated by Section 2.17full.

Security; Setoff. Each of such Guarantors Guarantor hereby grants to each the Agent, 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 Agent, 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 Agent and or any entity under the Bankscontrol of the Agent, as security for the full and punctual payment and performance or in transit to any of all of such Guarantor's obligations hereunder, a continuing lien on and security interest in all securities or other property belonging to such Guarantor now or hereafter held by the Agent or such Bank and in all deposits (general or special, them. At any time or demand, provisional or final) and other sums credited by or due from the Agent or such Bank to such Guarantor or subject to withdrawal by such Guarantor. Upon the occurrence and during the continuance of any an Event of Default, each Bank is hereby authorized at without demand or notice, the Agent may set off the same or any time part thereof and from time apply the same to timeany 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 AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, without notice (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 Agent shall not be required to marshal any present or future security for, or guarantees of, the Obligations or to resort to any such notice being expressly waived hereby) security or guarantee in any particular order and each Guarantor waives, to the fullest extent permitted by law and without regard to any collateral or other source of payment whatsoeverthat it lawfully can, 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 (a) if an amount any right it might have to be set off is require the Agent to be applied to Indebtedness of pursue any Borrower or Guarantor to 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, particular remedy before proceeding against it and (b) if a Bank shall receive from any Borrower right to the benefit of, or Guarantor whether by voluntary payment, exercise to direct the application of the right proceeds of set-off, counterclaim, cross action, enforcement of any collateral until the claim related to Loans by a Bank by proceedings against such Borrower or such Guarantor at law or Obligations are paid 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 provisions of Section 9.1 and, thereafter, in the manner contemplated by Section 2.17full.

Security; Setoff. Each of such Guarantors grants to each of the Agent and the Banks, as security for the full and punctual payment and performance of all of such Guarantor's obligations hereunder, a continuing lien on and security interest in all securities or other property belonging to 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 Agent or such Bank to such Guarantor or subject to withdrawal by such Guarantor. Upon the occurrence and during the continuance of any Event of Default, each Bank is hereby authorized at any time and from time to time, without notice (any such notice being expressly waived hereby) and 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 Borrower and the Guarantors to the Banks. Each of the Banks agrees with the other Banks that (a) if an amount to be set off is to be applied to Indebtedness of any the Borrower or Guarantor to a Bank, other than Indebtedness evidenced by the then Outstanding 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 any 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 such 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 payment so received shall be shared so as to give effect to the provisions of Section 9.1 and, thereafter, in the manner contemplated by Section 2.17sec.15.