Common use of Set-Off and Waiver Clause in Contracts

Set-Off and Waiver. The Guarantor waives any right to assert against any Lender as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Lenders without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the Guarantor. The Guarantor agrees that each Lender shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender or otherwise in the possession or control of such Lender for any purpose (other than solely for safekeeping) for the account or benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the Lenders, whether now existing or hereafter established, and hereby authorizes each Lender from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s 's Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the Guarantor. The Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. Each Secured Party agrees promptly to notify the Borrower and the applicable Guarantor after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such set-off or application. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s 's Obligations, any defense (legal or equitable) or other claim which the Guarantor may now or at any time hereafter have against the any Designated Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the Guarantor. The Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 87, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any the Lender as a defense, counterclaim, set-off, recoupment off or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Lenders Lender without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each the Lender shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such the Lender or otherwise in the possession or control of such the Lender for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersLender, whether now existing or hereafter established, and hereby authorizes each the Lender from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Lenders Lender then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a the Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeepingsafekeeping and other than the Collection Account) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender from and after Secured Party upon the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Guarantors’ Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Lenders Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Guaranteed Party shall have a lien right of setoff for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Guaranteed Party or otherwise in the possession or control of such Lender Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersGuaranteed Party, whether now existing or hereafter established, and hereby authorizes each Lender Guaranteed Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment off or cross claim in respect of its Guarantor’s Obligationsto any claim under this Guaranty Agreement, any defense (legal or equitable) or other claim which the Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional other defenses, set-offs, counterclaims counterclaims, cross claims or other claims against any Secured Party or other Person otherwise available to the Guarantor. The Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section SECTION 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s 's Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. Each Secured Party agrees promptly to notify the Borrower and the applicable Guarantor after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such set-off or application. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives waives, to the extent permitted by Applicable Law, any right to assert against any Lender reduction of such Guarantor’s Obligations as a defense, result of any counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the Borrower or Borrower, any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred pledged or assigned mortgaged to such Lender or otherwise in the possession or control of such Lender for any purpose (other than solely for safekeeping) for Administrative Agent pursuant to the account or benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the LendersSecurity Agreement, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party at any time or times from and after the occurrence of an Event of Default at any time or times and during the continuance thereof with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise (but subject to the limitation on each Guarantor’s Obligations set forth in Section 1) as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be is put in transit to it by mail or carrier courier or by other bailee.

Set-Off and Waiver. The Guarantor waives any right to assert against any Lender as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the Guarantor may now or at any time hereafter have against the any Designated Borrower or any other Loan Party or any or all of the Lenders without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the Guarantor. The Guarantor agrees that each Lender shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender or otherwise in the possession or control of such Lender for any purpose (other than solely for safekeeping) for the account or benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the LendersLender, whether now existing or hereafter established, and hereby authorizes each Lender from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the Guarantor. The Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeepingsafekeeping and other than the Collection Account) for the account or benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender from and after Secured Party upon the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders Secured Parties then due and in such Form of Company Guaranty Agreement amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the Guarantor may now or at any time hereafter have against the any New Vehicle Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the Guarantor. The Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the Guarantor, including any balance of any deposit account or of any credit of the Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the any Borrower or any other Loan Party or any or all of the Lenders without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender or otherwise in the possession or control of such Lender for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersLender, whether now existing or hereafter established, and hereby authorizes each Lender from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Subsidiary Guarantor waives any right to assert against any Lender reduction of the Subsidiary Guarantors’ Obligations as a defense, result of any counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the such Subsidiary Guarantor may now or at any time hereafter have against the Borrower or any other Loan Guaranteed Party or any or all of the Lenders without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Subsidiary Guarantor. The Each Subsidiary Guarantor agrees that each Lender Guaranteed Party shall have a lien for all the its Subsidiary Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Guaranteed Party or otherwise in the possession or control of such Lender Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of the such Subsidiary Guarantor, including including, without limitation, any balance of any deposit account or of any credit of the such Subsidiary Guarantor with the Lenderssuch Guaranteed Party, whether now existing or hereafter established, and hereby authorizes each Lender from and after Guaranteed Party during the occurrence existence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Subsidiary Guarantor’s Obligations to the Lenders then due and in such amounts as provided for in the Credit Agreement or otherwise as they the Guaranteed Parties may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender Beneficiary as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against Lessee or the Borrower or any other Loan Party or any or all of the Lenders Beneficiaries without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Beneficiary shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Beneficiary or otherwise in the possession or control of such Lender Beneficiary for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersBeneficiary, whether now existing or hereafter established, and hereby authorizes each Lender Beneficiary from and after the occurrence and continuation of an a Lease Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Lenders Beneficiaries then due and in such amounts as provided for in the Credit Agreement Lease and other Operative Documents or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Beneficiary as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. The Each Guarantor waives any right to assert against any Lender Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which the such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all of the Lenders Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to the such Guarantor. The Each Guarantor agrees that each Lender Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Lender Secured Party or otherwise in the possession or control of such Lender Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of the such Guarantor, including any balance of any deposit account or of any credit of the such Guarantor with the LendersSecured Party, whether now existing or hereafter established, and hereby authorizes each Lender from and after Secured Party upon the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Lenders Secured Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Lender Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.