Common use of Security; Setoff Clause in Contracts

Security; Setoff. This Guaranty is secured by the property described in any security agreement, pledge agreement, mortgage or other collateral security document which Guarantor has heretofore or may from time to time hereafter execute and deliver to Bank to secure any obligations of Guarantor to Bank. Bank at all times and from time to time shall have the right to require Guarantor to deliver to Bank as security for the Obligations of Guarantor hereunder, collateral security, original or additional, satisfactory to Bank. Guarantor hereby authorizes Bank, at any time and from time to time, without notice, which is hereby expressly waived by Guarantor, and whether or not an Event of Default (as defined below) shall have occurred or Bank shall have declared the Obligations to be due and payable in accordance with the terms hereof (i) to set off against, and to appropriate and apply to the payment of Guarantor’s obligations and liabilities under this Guaranty (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by Bank to Guarantor (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced) and (ii) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as Bank, in its sole discretion, may elect. Guarantor hereby grants to Bank a security interest in all deposits and accounts maintained with Bank, together with all other personal property of Guarantor (including without limitation all money, accounts, general intangibles, goods, instruments, documents and chattel paper) which, or evidence of which, are now or at any time in the future shall come into the possession or under the control of or be in transit to Bank or any of its nominees or agents for any purpose, whether or not accepted for the purposes for which it was delivered, to secure the payment of all obligations and liabilities of Guarantor to Bank under this Guaranty. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of Bank, although Bank may enter such setoff on its books and records at a later time. No failure by Bank to file, record or otherwise perfect any lien or security interest, nor any improper filing or recording, nor any failure by Bank to insure or protect any security nor any other dealing (or failure to deal) with any security by Bank, shall impair or release the obligations of Guarantor hereunder.

Security; Setoff. This Guaranty is secured by Each of such Guarantors grants to each of the property described in any security agreementAgent and the Banks, pledge agreement, mortgage or other collateral security document which Guarantor has heretofore or may from time to time hereafter execute and deliver to Bank to secure any obligations of Guarantor to Bank. Bank at all times and from time to time shall have the right to require Guarantor to deliver to Bank as security for the Obligations full and punctual payment and performance of Guarantor all of such Guarantor's obligations hereunder, collateral securitya 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, original time or additionaldemand, satisfactory provisional or final) and other sums credited by or due from the Agent or such Bank to Banksuch Guarantor or subject to withdrawal by such Guarantor. Guarantor Upon the occurrence and during the continuance of any Event of Default, each Bank is hereby authorizes Bank, authorized at any time and from time to time, without notice, which is hereby notice (any such notice being expressly waived hereby) and to the fullest extent permitted by Guarantorlaw and without regard to any collateral or other source of payment whatsoever, and whether or not an Event of Default (as defined below) shall have occurred or Bank shall have declared the Obligations to be due and payable in accordance with the terms hereof (i) to set off against, and to appropriate and apply to the payment of Guarantor’s obligations and liabilities under this Guaranty (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by Bank to Guarantor deposits (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts)specific, time or demand and however evidenceddemand, provisional or final, regardless of currency, maturity, or the branch of the Bank where the deposits are held) and (ii) pending at any such action, time held or other sums credited by or due from any of the Banks to any of the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds Guarantors against any and all checks Obligations of the Borrowers and the Guarantors to the Banks. Each of the Banks agrees with the other items drawn against Banks that (a) if an amount to be set off is to be applied to Indebtedness of any deposits so held as Borrower or Guarantor to a Bank, in its sole discretionother than Indebtedness evidenced by the then Outstanding Loans or Reimbursement Obligations held by all of the Banks, may elect. Guarantor hereby grants such amount shall be applied ratably to Bank a security interest in such other Indebtedness and to the Indebtedness evidenced by all deposits and accounts maintained with Outstanding Loans or Reimbursement Obligations of such Bank, together with all other personal property 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 (including without limitation all moneyat law or in equity or by proof thereof in bankruptcy, accountsreorganization, general intangiblesliquidation, goods, instruments, documents and chattel paper) whichreceivership or similar proceedings, or evidence otherwise, any payment so received shall be shared so as to give effect to the provisions of whichSection 9.1 and, are now or at any time thereafter, in the future shall come into the possession or under the control of or be in transit to Bank or any of its nominees or agents for any purpose, whether or not accepted for the purposes for which it was delivered, to secure the payment of all obligations and liabilities of Guarantor to Bank under this Guaranty. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of Bank, although Bank may enter such setoff on its books and records at a later time. No failure manner contemplated by Bank to file, record or otherwise perfect any lien or security interest, nor any improper filing or recording, nor any failure by Bank to insure or protect any security nor any other dealing (or failure to deal) with any security by Bank, shall impair or release the obligations of Guarantor hereunderSection 2.17.

Security; Setoff. This Guaranty is secured by the property described in any security agreement, pledge agreement, mortgage or other collateral security document which Guarantor has heretofore or may from time to time hereafter execute and deliver to Bank to secure any obligations of Guarantor to Bank. Bank at all times and from time to time shall have the right to require Guarantor to deliver to Bank as security for the Obligations of Guarantor hereunder, collateral security, original or additional, satisfactory to Bank. Guarantor hereby authorizes Bank, at any time and from time to time, without notice, which is hereby expressly waived by Guarantor, and whether or not an Event of Default (as defined below) shall have occurred or Bank shall have declared the Obligations to be due and payable in accordance with the terms hereof (i) to set off against, and to appropriate and apply to the payment of Guarantor’s obligations and liabilities under this Guaranty (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by Bank to Guarantor (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced) and (ii) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as Bank, in its sole discretion, may elect. Each Guarantor hereby grants to Bank the Agent, for the ratable benefit of the Lenders, a lien, security interest in and a right of setoff as security for all deposits liabilities and accounts maintained with Bankobligations to the Agent, together with whether now existing or hereafter arising, upon and against all other personal property of Guarantor (including without limitation all moneydeposits, accountscredits, general intangiblescollateral and property, goods, instruments, documents and chattel paper) which, or evidence of which, are now or at any time hereafter in the future shall come into possession, custody, safekeeping or control of the possession Agent or any entity under the control of the Agent, or be in transit to Bank or any of its nominees or agents for them. At any purpose, whether or not accepted for time during the purposes for which it was delivered, to secure the payment of all obligations and liabilities of Guarantor to Bank under this Guaranty. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence continuance of an Event of Default hereunder Default, without demand or notice, the Agent may set off the same or any action part thereof and apply the same to any liability or obligation of Bank, although Bank may enter such setoff on its books and records at a later time. No failure by Bank to file, record Guarantor under this Guaranty or otherwise perfect any lien or security interest, nor any improper filing or recording, nor any failure by Bank to insure or protect any security nor any other dealing 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, 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 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 Agent to pursue any particular remedy before proceeding against it and (b) any right to the benefit of, or failure to deal) with direct the application of the proceeds of any security by Bank, shall impair or release collateral until the obligations of Guarantor hereunderObligations are paid in full.

Security; Setoff. This Guaranty is secured by Each of such Guarantors grants to each of the property described in any security agreementAgent and the Banks, pledge agreement, mortgage or other collateral security document which Guarantor has heretofore or may from time to time hereafter execute and deliver to Bank to secure any obligations of Guarantor to Bank. Bank at all times and from time to time shall have the right to require Guarantor to deliver to Bank as security for the Obligations full and punctual payment and performance of Guarantor all of such Guarantor's obligations hereunder, collateral securitya 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, original time or additionaldemand, satisfactory provisional or final) and other sums credited by or due from the Agent or such Bank to Banksuch Guarantor or subject to withdrawal by such Guarantor. Guarantor Upon the occurrence and during the continuance of any Event of Default, each Bank is hereby authorizes Bank, authorized at any time and from time to time, without notice, which is hereby notice (any such notice being expressly waived hereby) and to the fullest extent permitted by Guarantorlaw and without regard to any collateral or other source of payment whatsoever, and whether or not an Event of Default (as defined below) shall have occurred or Bank shall have declared the Obligations to be due and payable in accordance with the terms hereof (i) to set off against, and to appropriate and apply to the payment of Guarantor’s obligations and liabilities under this Guaranty (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by Bank to Guarantor deposits (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts)specific, time or demand and however evidenceddemand, provisional or final, regardless of currency, maturity, or the branch of the Bank where the deposits are held) and (ii) pending at any such action, time held or other sums credited by or due from any of the Banks to any of the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds Guarantors against any and all checks Obligations of the Borrower and the Guarantors to the Banks. Each of the Banks agrees with the other items drawn against any deposits so held as Banks that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower or Guarantor to a Bank, in its sole discretionother than Indebtedness evidenced by the then outstanding Loans or Reimbursement Obligations held by all of the Banks, may elect. Guarantor hereby grants such amount shall be applied ratably to Bank a security interest in such other Indebtedness and to the Indebtedness evidenced by all deposits and accounts maintained with Outstanding Loans or Reimbursement Obligations of such Bank, together with all other personal property 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 (including without limitation all moneyat law or in equity or by proof thereof in bankruptcy, accountsreorganization, general intangiblesliquidation, goods, instruments, documents and chattel paper) whichreceivership or similar proceedings, or evidence of whichotherwise, are now or at any time in the future shall come into the possession or under the control of or be in transit to Bank or any of its nominees or agents for any purpose, whether or not accepted for the purposes for which it was delivered, to secure the payment of all obligations and liabilities of Guarantor to Bank under this Guaranty. Every such right of setoff so received shall be deemed shared so as to have been exercised immediately upon give effect to the occurrence provisions of an Event of Default hereunder without any action of Bank, although Bank may enter such setoff on its books and records at a later time. No failure by Bank to file, record or otherwise perfect any lien or security interest, nor any improper filing or recording, nor any failure by Bank to insure or protect any security nor any other dealing (or failure to deal) with any security by Bank, shall impair or release the obligations of Guarantor hereundersec.

Security; Setoff. This Guaranty is secured by the property described in any security agreement, pledge agreement, mortgage or other collateral security document which Guarantor has heretofore or may from time to time hereafter execute and deliver to Bank to secure any obligations of Guarantor to Bank. Bank at all times and from time to time shall have the right to require Guarantor to deliver to Bank as security for the Obligations of Guarantor hereunder, collateral security, original or additional, satisfactory to Bank. Guarantor hereby authorizes Bank, at any time and from time to time, without notice, which is hereby expressly waived by Guarantor, and whether or not an Event of Default (as defined below) shall have occurred or Bank shall have declared the Obligations to be due and payable in accordance with the terms hereof (i) to set off against, and to appropriate and apply to the payment of Guarantor’s obligations and liabilities under this Guaranty (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by Bank to Guarantor (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced) and (ii) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as Bank, in its sole discretion, may elect. Each Guarantor hereby grants to Bank the Lender, a lien, security interest in and a right of setoff as security for all deposits liabilities and accounts maintained with Bankobligations to the Lender under this Guaranty or any other Loan Document, together with whether now existing or hereafter arising, upon and against all other personal property of Guarantor (including without limitation all moneydeposits, accountscredits, general intangiblescollateral and property, goods, instruments, documents and chattel paper) which, or evidence of which, are now or at any time hereafter in the future shall come into possession, custody, safekeeping or control of the possession Lender or any entity under the control of the Lender, or be in transit to Bank or any of its nominees or agents for them. At any purpose, whether or not accepted for time during the purposes for which it was delivered, to secure the payment of all obligations and liabilities of Guarantor to Bank under this Guaranty. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence continuance of an Event of Default hereunder Default, without demand or notice, the Lender may set off the same or any action part thereof and apply the same to any liability or obligation of Bank, although Bank may enter such setoff on its books and records at a later time. No failure by Bank to file, record Guarantor under this Guaranty or otherwise perfect any lien or security interest, nor any improper filing or recording, nor any failure by Bank to insure or protect any security nor any other dealing 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 failure to deal) with direct the application of the proceeds of any security by Bank, shall impair or release collateral until the obligations of Guarantor hereunderObligations are paid in full.