Common use of Lien and Right of Setoff Clause in Contracts

Lien and Right of Setoff. Each Obligor hereby grants to Lender, Manufacturers and Traders Trust Company and any other Participant (as defined in the Loan and Security Agreement, a lien, security interest and right of setoff as security for all liabilities and obligations to Lender, Manufacturers and Traders Trust Company or any other Participant, 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 Lender, Manufacturers and Traders Trust Company or any other Participant or any entity under common control with such party, or in transit to any of them. At any time, without demand or notice, Lender, Manufacturers and Traders Trust Company or any other Participant may, if an event which constitutes or which with notice or lapse of time, or both, would constitute an Event of Default under this Note, the Loan and Security Agreement or any of the other Loan Documents (as defined in the Loan and Security Agreement) has occurred, set off the same or any part thereof and apply the same to any liability or obligation of any Obligor even though unmatured and regardless of the adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE LENDER, MANUFACTURERS AND TRADERS TRUST COMPANY OR ANY OTHER PARTICIPANT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY OBLIGOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Obligors acknowledge that Manufacturers and Traders Trust Company is purchasing a participation interest in the Loans and the provisions of this paragraph are for the benefit of Manufacturers and Traders Trust Company, and as an inducement to Manufacturers and Traders Trust Company to purchase such participation interest.

Lien and Right of Setoff. Each Obligor hereby grants to Lender, Manufacturers and Traders Trust Company and any other Participant (as defined in the Loan and Security Agreement), a lien, security interest and right of setoff as security for all liabilities and obligations to Lender, Manufacturers and Traders Trust Company or any other Participant, 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 Lender, Manufacturers and Traders Trust Company or any other Participant or any entity under common control with such party, or in transit to any of them. At any time, without demand or notice, Lender, Manufacturers and Traders Trust Company or any other Participant may, if an event which constitutes or which with notice or lapse of time, or both, would constitute an Event of Default under this Note, the Loan and Security Agreement or any of the other Loan Documents (as defined in the Loan and Security Agreement) has occurred, set off the same or any part thereof and apply the same to any liability or obligation of any Obligor even though unmatured and regardless of the adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE LENDER, MANUFACTURERS AND TRADERS TRUST COMPANY OR ANY OTHER PARTICIPANT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY OBLIGOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Obligors acknowledge that Manufacturers and Traders Trust Company is purchasing a participation interest in the Loans and the provisions of this paragraph are for the benefit of Manufacturers and Traders Trust Company, and as an inducement to Manufacturers and Traders Trust Company to purchase such participation interest.