Common use of Set-Off; Security Interest in Deposit Accounts Clause in Contracts

Set-Off; Security Interest in Deposit Accounts. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender and each subsequent holder of any Note is hereby authorized by Company at any time or from time to time, without notice to Company or to any other Person, any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice), to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder to or for the credit or the account of Company against and on account of the obligations and liabilities of Company to that Lender or that subsequent holder under this Agreement, the Notes, the Letters of Credit and participations therein, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Company hereby further grants to Administrative Agent and each Lender a security interest in all deposits and accounts maintained with Administrative Agent or such Lender as security for the Obligations.

Set-Off; Security Interest in Deposit Accounts. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender and each subsequent holder of any Note is hereby authorized by Company at any time or from time to time, without notice to Company or to any other PersonPerson (subject to the provisions of the last sentence of this subsection 10.4), any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply (subject to the provisions of the last sentence of this subsection 10.4) any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder any Affiliate of such Lender to or for the credit or the account of Company and each other Loan Party against and on account of the obligations and liabilities of Company or any other Loan Party to that Lender (or that subsequent holder any Affiliate of such Lender) or to any other Lender (or any Affiliate of any other Lender) under this Agreement, and the Notesother Loan Documents, the Letters of Credit and participations therein, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (i) that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Company hereby further grants (subject to the provisions of the last sentence of this subsection 10.4) to Administrative Agent and each Lender a security interest in all deposits and accounts maintained with Administrative Agent or such Lender as security for the Obligations. Notwithstanding the foregoing provisions to the contrary, no Lender (or any Affiliate otherwise authorized pursuant to the provisions hereof), shall exercise any right of setoff or other similar action without the express written consent of the Administrative Agent; provided, that the foregoing limitation is for the express benefit of the Administrative Agent and Lenders and no other Person shall be a beneficiary thereof or have any rights in connection therewith.

Set-Off; Security Interest in Deposit Accounts. In Subject to the last sentence of this Section 9.4, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Term Loan Lender and each subsequent holder of any Note is hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Term Loan Lender or that subsequent holder to or for the credit or the account of Company the Borrower against and on account of the obligations and liabilities of Company the Borrower to that Term Loan Lender or that subsequent holder under this AgreementAgreement and the other Loan Documents, the Notes, the Letters of Credit and participations therein, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (i) that Term Loan Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 Article VII and although said obligations and liabilities, or any of them, may be contingent or unmatured. Company The Borrower hereby further grants to the Administrative Agent and each Term Loan Lender a security interest in all deposits and accounts maintained with the Administrative Agent or such Term Loan Lender as security for the Obligations. Notwithstanding anything to the contrary herein or in any other Loan Document, the Term Loan Lenders hereby agree among themselves that no Term Loan Lender shall exercise any right of setoff or banker’s lien, collect any payments due from any Loan Party hereunder or under any of the other Loan Documents, or otherwise exercise any of their rights in respect of the Collateral hereunder or under any of the other Loan Documents without the prior written consent of either the Administrative Agent or the Required Lenders.

Set-Off; Security Interest in Deposit Accounts. In Subject to the last sentence of this Section 9.4., in addition to any ------------ rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender and each subsequent holder of any Note is hereby authorized by Company the Borrower at any time or from time to time, without notice to Company the Borrower or to any other Person, any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder to or for the credit or the account of Company the Borrower against and on account of the obligations and liabilities of Company the Borrower to that Lender or that subsequent holder under this AgreementAgreement and the other Loan Documents, the Notes, the Letters of Credit and participations therein, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (i) that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 Article VII. and although said ------------ obligations and liabilities, or any of them, may be contingent or unmatured. Company The Borrower hereby further grants to the Administrative Agent and each Lender a security interest in all deposits and accounts maintained with the Administrative Agent or such Lender as security for the Obligations. Notwithstanding anything to the contrary herein or in any other Loan Document, the Lenders hereby agree among themselves that no Lender shall exercise any right of setoff or banker's lien, collect any payments due from any Loan Party hereunder or under any of the other Loan Documents, or otherwise exercise any of their rights in respect of the Collateral hereunder or under any of the other Loan Documents without the prior written consent of either the Administrative Agent or the Required Lenders.

Set-Off; Security Interest in Deposit Accounts. (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender and each subsequent holder of any Note is hereby authorized by Company each Borrower at any time or from time to timetime subject to the consent of Collateral Agent, without notice to Company either Borrower or to any other PersonPerson (other than Collateral Agent), any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or payroll accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder to or for the credit or the account of Company such Borrower against and on account of the obligations and liabilities of Company Borrowers which are then due and payable to that Lender or that subsequent holder under this Agreement, the Notes, the Letters of Credit and participations thereintherein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become hereunder, which are then due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedpayable. Company Each Borrower hereby further grants to Administrative Collateral Agent and each Lender a security interest in all deposits and accounts maintained with Administrative Collateral Agent or such Lender as security for the Obligations. (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUISITE LENDERS OR, TO THE EXTENT REQUIRED BY SUBSECTION 10.6 OF THIS AGREEMENT, ALL OF THE LENDERS, AT ALL TIMES PRIOR TO THE TIME ON WHICH ALL OBLIGATIONS HAVE BEEN PAID IN FULL, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS HEREUNDER.

Set-Off; Security Interest in Deposit Accounts. (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender and each subsequent holder of any Note is hereby authorized by Company each Borrower at any time or from time to timetime subject to the consent of Collateral Agent, without notice to Company either Borrower or to any other PersonPerson (other than Collateral Agent), any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or payroll accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder to or for the credit or the account of Company such Borrower against and on account of the obligations and liabilities of Company Borrowers which are then due and payable to that Lender or that subsequent holder under this Agreement, the Notes, the Letters of Credit and participations thereintherein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become hereunder, which are then due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedpayable. Company Each Borrower hereby further grants to Administrative Collateral Agent and each Lender a security interest in all deposits and accounts maintained with Administrative Collateral Agent or such Lender as security for the Obligations. (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUISITE LENDERS OR, TO THE EXTENT REQUIRED BY SUBSECTION 10.6 OF THIS AGREEMENT, ALL OF THE LENDERS, AT ALL TIMES PRIOR TO THE TIME ON WHICH ALL OBLIGATIONS HAVE BEEN PAID IN FULL, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS HEREUNDER.

Set-Off; Security Interest in Deposit Accounts. (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender (and each subsequent holder of any Note its Affiliates) is hereby authorized by Company each Loan Party at any time or from time to timetime subject to the consent of Collateral Agent, without notice to Company any Loan Party or to any other PersonPerson (other than Collateral Agent), any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or payroll accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder its Affiliates to or for the credit or the account of Company any Loan Party against and on account of the obligations and liabilities of Company such Loan Party which are then due and payable to that Lender or that subsequent holder under this Agreement, the Notes, the Letters of Credit and participations thereintherein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become hereunder, which are then due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedpayable. Company Each Loan Party hereby further grants to Administrative Collateral Agent and each Lender (and its Affiliates) a security interest in all deposits and accounts maintained with Administrative Collateral Agent or such Lender (and its Affiliates) as security for the Obligations. (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUISITE LENDERS OR, TO THE EXTENT REQUIRED BY SUBSECTION 10.6 OF THIS AGREEMENT, ALL OF THE LENDERS, AT ALL TIMES PRIOR TO THE TIME ON WHICH ALL OBLIGATIONS HAVE BEEN PAID IN FULL, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS HEREUNDER.

Set-Off; Security Interest in Deposit Accounts. In Subject to the last sentence of this Section 9.4., in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender and each subsequent holder of any Note is hereby authorized by Company each Borrower at any time or from time to time, without notice to Company any Borrower or to any other Person, any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder to or for the credit or the account of Company any Borrower against and on account of the obligations and liabilities of Company any Borrower to that Lender or that subsequent holder under this AgreementAgreement and the other Loan Documents, the Notes, the Letters of Credit and participations therein, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (i) that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 Article VII. and although said obligations and liabilities, or any of them, may be contingent or unmatured. Company Each Borrower hereby further grants to the Administrative Agent and each Lender a security interest in all deposits and accounts maintained with the Administrative Agent or such Lender as security for the Obligations. Notwithstanding anything to the contrary herein or in any other Loan Document, the Lenders hereby agree among themselves that no Lender shall exercise any right of setoff or banker’s lien, collect any payments due from any member of the Borrower Group hereunder or under any of the other Loan Documents, or otherwise exercise any of their rights in respect of the Collateral hereunder or under any of the other Loan Documents without the prior written consent of either the Administrative Agent or the Required Lenders.

Set-Off; Security Interest in Deposit Accounts. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender and each subsequent holder of any Note is hereby authorized by Company at any time or from time to timetime subject to the consent of Administrative Agent, without notice to Company or to any other PersonPerson (other than Administrative Agent), any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or payroll accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder to or for the credit or the account of Company against and on account of the obligations and liabilities of Company which are then due and payable to that Lender or that subsequent holder under this Agreement, the Notes, the Letters of Credit and participations thereintherein and the other Loan Documents, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein or any other Loan Document, irrespective of whether or not (i) that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become which are then due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmaturedpayable. Company hereby further grants to 141 Administrative Agent and each Lender a security interest in all deposits and accounts maintained with Administrative Agent or such Lender as security for the Obligations. Company, the Lenders and Administrative Agent hereby acknowledge and agree that the provisions of this subsection 10.4 are subject to the provisions of the Intercreditor Agreement. To the extent that any Lender is required pursuant to the provisions of the Intercreditor Agreement to turn over to the Administrative Agent any payments otherwise subject to the provisions of this subsection 10.4, such payments shall not be subject to the provisions of this subsection 10.4.

Set-Off; Security Interest in Deposit Accounts. In Subject to the last sentence of this Section 9.4., in addition to any ------------ rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender and each subsequent holder of any Note is hereby authorized by Company each Borrower at any time or from time to time, without notice to Company any Borrower or to any other Person, any such notice being hereby expressly waived (provided that such Lender or subsequent holder shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not in any way affect Company's Obligations nor shall such Lender or subsequent holder incur any liability of any kind to Company for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by that Lender or that subsequent holder to or for the credit or the account of Company any Borrower against and on account of the obligations and liabilities of Company any Borrower to that Lender or that subsequent holder under this AgreementAgreement and the other Loan Documents, the Notes, the Letters of Credit and participations therein, including, but not limited to, including all claims of any nature or description arising out of or connected with this Agreement, the Notes, the Letters of Credit and participations therein Agreement or any other Loan Document, irrespective of whether or not (i) 110 that Lender or that subsequent holder shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 8 Article VII. and although said obligations and ------------ liabilities, or any of them, may be contingent or unmatured. Company Each Borrower hereby further grants to the Administrative Agent and each Lender a security interest in all deposits and accounts maintained with the Administrative Agent or such Lender as security for the Obligations. Notwithstanding anything to the contrary herein or in any other Loan Document, the Lenders hereby agree among themselves that no Lender shall exercise any right of setoff or banker's lien, collect any payments due from any member of the Borrower Group hereunder or under any of the other Loan Documents, or otherwise exercise any of their rights in respect of the Collateral hereunder or under any of the other Loan Documents without the prior written consent of either the Administrative Agent or the Required Lenders.