Common use of Setoff, Etc Clause in Contracts

Setoff, Etc. Upon the occurrence and during the continuance of an Event of Default, each Lender and the Administrative Agent are hereby authorized at any time and from time to time, without prior notice to the Borrowers (any such notice being expressly waived by the Borrowers), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or Administrative Agent to or for the credit or the account of any Borrower or any of the other Loan Parties, including specifically any amounts held in any account maintained at such Lender or Administrative Agent, against amounts then due to the Administrative Agent or the Lenders, or any of them, by any Borrower or any of the other Loan Parties in connection with this Agreement or any Loan Document; provided that no Lender shall exercise any such right without the prior written consent of the Administrative Agent (at the direction of the Required Lenders). The rights of the Lenders and the Administrative Agent under this Section 2.4 are in addition to other rights and remedies (including other rights of set-off) which the Lenders and the Administrative Agent may have under applicable law. Each Lender and the Administrative Agent agrees, severally and not jointly, to use reasonable efforts to notify the Borrower Agent of any exercise of its rights pursuant to this Section 2.4, provided, however, that failure to provide such notice shall not affect any Lender’s or the Administrative Agent’s rights under this Section 2.4 or the effectiveness of any action taken pursuant hereto; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Setoff, Etc. Upon As security for the occurrence payment of the Guarantor's liability under this Guaranty, the Guarantor grants to the Lender a continuing lien on, security interest in and during right of setoff against all moneys, securities (other than any "margin stock", as such term is defined in Regulation U of the continuance Board of an Event Governors of Defaultthe Federal Reserve System) and other property of the Guarantor, each Lender and the Administrative Agent are hereby authorized proceeds thereof, now or hereafter in the possession of or on deposit with the Lender or with any subsidiary or affiliate of the Lender or any third party for the benefit of the Lender or any subsidiary or affiliate of the Lender, whether held in a general or special account or deposit (including, but not limited to, time deposits) or for safekeeping, custody, pledge, transmission, collection or otherwise, and any other credits, indebtedness or claims, in each case whether direct or indirect, absolute or contingent, or matured or unmatured, at any time held or owing by the Lender to or for the credit or account of the Guarantor. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, the Guarantor authorizes the Lender, on the occurrence of a default by the Guarantor under this Guaranty, to proceed against all or any part of such moneys, securities and other property of the Guarantor, at any time or from time to time, without prior notice to the Borrowers (Guarantor or any such notice being expressly waived by the Borrowers)other person, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or Administrative Agent to or for the credit or the account of any Borrower or any full extent of the other Loan Parties, including specifically any amounts held in any account maintained at such Lender or Administrative Agent, against amounts then due to the Administrative Agent or the Lenders, or any of themGuarantor's liability under this Guaranty, by any Borrower or any of the other Loan Parties in connection with this Agreement or any Loan Document; provided that no Lender shall exercise any such right without the prior written consent of the Administrative Agent (at the direction of the Required Lenders). The rights of the Lenders and the Administrative Agent under this Section 2.4 are in addition to other rights and remedies (including other rights of set-off) which the Lenders and the Administrative Agent may have under applicable law. Each Lender and the Administrative Agent agrees, severally and not jointly, to use reasonable efforts to notify the Borrower Agent of any exercise of its rights pursuant to this Section 2.4, provided, however, that failure to provide such notice shall not affect any Lender’s or the Administrative Agent’s rights under this Section 2.4 or the effectiveness of any action taken pursuant hereto; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) Lenderer's lien or otherwise, and to appropriate and apply all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions or any part of Section 2.9 andsuch moneys, pending such payment, shall be segregated by such Defaulting Lender from its securities and any other funds property against and deemed held in trust for the benefit on account of the Administrative Agent Guarantor's liability under this Guaranty, whether or not the Lender has made any demand under this Guaranty and although the Lendersobligations and liabilities held or owing by the Lender may be contingent or unmatured. The Guarantor authorizes the Lender to do all such acts and to execute all such documents in the Guarantor's name or the Lender's name as may be considered by the Lender necessary or appropriate to preserve, protect or perfect its rights and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationremedies under this paragraph.

Setoff, Etc. Upon As security for the occurrence payment of the Guarantor’s liability under this Guaranty, the Guarantor grants to the Lender a continuing lien on, security interest in and during right of setoff against all moneys, securities (other than any “margin stock”, as such term is defined in Regulation U of the continuance Board of an Event Governors of Defaultthe Federal Reserve System) and other property of the Guarantor, each Lender and the Administrative Agent are hereby authorized proceeds thereof, now or hereafter in the possession of or on deposit with the Lender or with any subsidiary or affiliate of the Lender or any third party for the benefit of the Lender or any subsidiary or affiliate of the Lender, whether held in a general or special account or deposit (including, but not limited to, time deposits) or for safekeeping, custody, pledge, transmission, collection or otherwise, and any other credits, indebtedness or claims, in each case whether direct or indirect, absolute or contingent, or matured or unmatured, at any time held or owing by the Lender to or for the credit or account of the Guarantor. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, the Guarantor authorizes the Lender, on the occurrence of a default by the Guarantor under this Guaranty, to proceed against all or any part of such moneys, securities and other property of the Guarantor, at any time or from time to time, without prior notice to the Borrowers (Guarantor or any such notice being expressly waived by the Borrowers)other person, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or Administrative Agent to or for the credit or the account of any Borrower or any full extent of the other Loan Parties, including specifically any amounts held in any account maintained at such Lender or Administrative Agent, against amounts then due to the Administrative Agent or the Lenders, or any of themGuarantor’s liability under this Guaranty, by any Borrower or any of the other Loan Parties in connection with this Agreement or any Loan Document; provided that no Lender shall exercise any such right without the prior written consent of the Administrative Agent (at the direction of the Required Lenders). The rights of the Lenders and the Administrative Agent under this Section 2.4 are in addition to other rights and remedies (including other rights of set-off) which the Lenders and the Administrative Agent may have under applicable law. Each Lender and the Administrative Agent agrees, severally and not jointly, to use reasonable efforts to notify the Borrower Agent of any exercise of its rights pursuant to this Section 2.4, provided, however, that failure to provide such notice shall not affect any Lender’s or the Administrative Agent’s rights under this Section 2.4 or the effectiveness of any action taken pursuant hereto; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) banker’s lien or otherwise, and to appropriate and apply all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions or any part of Section 2.9 andsuch moneys, pending such payment, shall be segregated by such Defaulting Lender from its securities and other funds property against and deemed held in trust for the benefit on account of the Administrative Agent Guarantor’s liability under this Guaranty, whether or not the Lender has made any demand under this Guaranty and although the Lendersobligations and liabilities held or owing by the Lender may be contingent or unmatured. The Guarantor authorizes the Lender to do all such acts and to execute all such documents in the Guarantor’s name or the Lender’s name as may be considered by the Lender necessary or appropriate to preserve, protect or perfect its rights and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and applicationremedies under this paragraph.

Setoff, Etc. Upon Borrower and any Subsidiaries hereby grant to the Agent and each Lender a Lien, security interest and right of setoff as security for all Obligations to the Agent and such Lender whether now existing or hereafter arising. Regardless of the adequacy of any collateral for any of the Obligations, and subject to the provisions of Article 7.1 upon the occurrence and during the continuance of an any Event of Default, each Lender and the Administrative Agent are is hereby authorized at any time and from time to time, without prior notice to the Borrowers Borrower (any such notice being expressly waived by the BorrowersBorrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) credits, collateral and property at any time held in the possession , custody, safekeeping or control of such Lender or any entity under the control of any Lender's holding company or in transit to any of them and any other indebtedness Indebtedness at any time owing by such Lender or Administrative Agent to or for the credit or the account of the Borrower against any Borrower or any and all of the other Loan Parties, including specifically any amounts held in any account maintained at Obligations of the Borrower irrespective of whether or not such Lender or Administrative Agent, against amounts then due to the Administrative Agent or the Lenders, or shall have made any of them, by any Borrower or any of the other Loan Parties in connection with demand under this Agreement or any Loan Document; provided that no Lender shall exercise any Note and although such right without the prior written consent of the Administrative Agent (at the direction of the Required Lenders). The rights of the Lenders and the Administrative Agent under this Section 2.4 are in addition to other rights and remedies (including other rights of set-off) which the Lenders and the Administrative Agent obligations may have under applicable lawbe unmatured. Each such Lender and the Administrative Agent agrees, severally and not jointly, agrees to use reasonable efforts to promptly notify the Borrower Agent of any exercise of its rights pursuant to this Section 2.4, provided, however, that failure to provide such notice shall not affect any Lender’s or the Administrative Agent’s rights under this Section 2.4 or the effectiveness of any action taken pursuant hereto; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. Promptly following any notice of setoff received by the Agent from a Lender pursuant to the foregoing, the Agent shall notify each other Lender thereof. The rights of each Lender under this Section 2.5.2 are in addition to all other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have and are subject to Section 9.12. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

Setoff, Etc. Upon Regardless of the occurrence and during the continuance adequacy of an Event of Defaultany Collateral, each Lender Borrower hereby grants to the Lenders, a lien, security interest and right of setoff as security for all liabilities and Obligations to the Administrative Agent are hereby authorized at Lenders, 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 Lenders or any time and from time entity under the control of any of the Lenders or their Affiliates, or in transit to any of them. At any time, without prior notice demand or notice, the Lenders may set off the same or any part thereof and apply the same to any liability or Obligation of the Borrowers and any Subsidiary even though unmatured and regardless of the adequacy of any other collateral securing the loan. ANY AND ALL RIGHTS TO REQUIRE THE LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS PRIOR TO EXERCISING THEIR RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY SUBSIDIARY, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Lenders agree among themselves that, with respect to all sums received by the Lenders applicable to the Borrowers (any payment of principal of or interest on the Notes, equitable adjustment will be made among the Lenders so that, in effect, all such notice being expressly waived sums shall be shared ratably by the Borrowers), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or Administrative Agent to or for the credit or the account of any Borrower or any of the other Loan Parties, including specifically any amounts held in any account maintained at such Lender or Administrative Agent, against amounts then due to the Administrative Agent or the Lenders, or any of them, by any Borrower or any of the other Loan Parties in connection with this Agreement or any Loan Document; provided that no Lender shall exercise any such right without the prior written consent of the Administrative Agent (at the direction of the Required Lenders). The rights each of the Lenders and whether received by voluntary payment, by the Administrative Agent under this Section 2.4 are exercise of the right of setoff or banker's lien, by counterclaim or cross-claim or by the enforcement of any or all of the Notes. If any Lender receives any payment on its Notes of a sum or sums in addition to excess of its pro rata portion, then such Lender receiving such excess payment shall purchase for cash from the other rights and remedies (including other rights Lenders an interest in their Notes in such amounts as shall result in a ratable participation by each of set-off) which the Lenders and in the Administrative Agent may have under applicable law. Each Lender and aggregate unpaid amounts of the Administrative Agent agrees, severally and not jointly, to use reasonable efforts to notify the Borrower Agent of any exercise of its rights pursuant to this Section 2.4, Notes then outstanding; provided, however, that failure to provide if all or any portion of such notice shall not affect any excess payment is thereafter recovered from such Lender’s or , the Administrative Agent’s rights under this Section 2.4 or the effectiveness of any action taken pursuant hereto; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off purchase shall be paid over immediately rescinded and the purchase price restored to the Administrative Agent for further application in accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity extent of such setoff and applicationrecovery, but without interest.

Setoff, Etc. Upon Regardless of the adequacy of any collateral for any ----------- of the Obligations, upon the occurrence and during the continuance of an any Event of Default, each Lender and the Administrative Agent are is hereby authorized at any time and from time to time, without prior notice to the Borrowers Borrower (any such notice being expressly waived by the BorrowersBorrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness Indebtedness at any time owing by such Lender or Administrative Agent to or for the credit or the account of the Borrower against any Borrower or any and all of the other Loan Parties, including specifically any amounts held in any account maintained at Obligations of the Borrower irrespective of whether or not such Lender or Administrative Agent, against amounts then due to the Administrative Agent or the Lenders, or shall have made any of them, by any Borrower or any of the other Loan Parties in connection with demand under this Agreement or any Loan Document; provided that no Lender shall exercise any Note and although such right without the prior written consent of the Administrative Agent (at the direction of the Required Lenders). The rights of the Lenders and the Administrative Agent under this Section 2.4 are in addition to other rights and remedies (including other rights of set-off) which the Lenders and the Administrative Agent obligations may have under applicable lawbe unmatured. Each such Lender and the Administrative Agent agrees, severally and not jointly, agrees to use reasonable efforts to promptly notify the Borrower Agent of any exercise of its rights pursuant to this Section 2.4, provided, however, that failure to provide such notice shall not affect any Lender’s or the Administrative Agent’s rights under this Section 2.4 or the effectiveness of any action taken pursuant hereto; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. Promptly following any notice of setoff received by the Agent from a Lender pursuant to the foregoing, the Agent shall notify each other Lender thereof. The rights of each Lender under this Section 2.5(b) are in addition to all other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have and are subject to Section 9.12. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of Obligations due and payable to such Lender hereunder and under the Notes at such time in excess of its Pro Rata Share of payments obtained by all Lenders hereunder and under the Notes at such time in excess of its Pro Rata Share of payments obtained by all the Lenders at such time, such Lender shall forthwith purchase from the other Lenders such participations in the Obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender's Pro Rata Share of such recovery together with an amount equal to such Lender's Pro Rata Share of any interest other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.5(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Setoff, Etc. Upon Borrower and any Subsidiaries hereby ------------- ----------- grant to the Agent and each Lender a Lien, security interest and right of setoff as security for all Obligations to the Agent and such Lender whether now existing or hereafter arising. Regardless of the adequacy of any collateral for any of the Obligations, and subject to the provisions of Article 7 upon the --------- occurrence and during the continuance of an any Event of Default, each Lender and the Administrative Agent are is hereby authorized at any time and from time to time, without prior notice to the Borrowers Borrower (any such notice being expressly waived by the BorrowersBorrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) credits, collateral and property at any time held in the possession , custody, safekeeping or control of such Lender or any entity under the control of any Lender's holding company or in transit to any of them and any other indebtedness Indebtedness at any time owing by such Lender or Administrative Agent to or for the credit or the account of the Borrower against any Borrower or any and all of the other Loan Parties, including specifically any amounts held in any account maintained at Obligations of the Borrower irrespective of whether or not such Lender or Administrative Agent, against amounts then due to the Administrative Agent or the Lenders, or shall have made any of them, by any Borrower or any of the other Loan Parties in connection with demand under this Agreement or any Loan Document; provided that no Lender shall exercise any Note and although such right without the prior written consent of the Administrative Agent (at the direction of the Required Lenders). The rights of the Lenders and the Administrative Agent under this Section 2.4 are in addition to other rights and remedies (including other rights of set-off) which the Lenders and the Administrative Agent Obligations may have under applicable lawbe unmatured. Each such Lender and the Administrative Agent agrees, severally and not jointly, agrees to use reasonable efforts to promptly notify the Borrower Agent of any exercise of its rights pursuant to this Section 2.4, provided, however, that failure to provide such notice shall not affect any Lender’s or the Administrative Agent’s rights under this Section 2.4 or the effectiveness of any action taken pursuant hereto; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. Promptly following any notice of setoff received by the Agent from a Lender pursuant to the foregoing, the Agent shall notify each other Lender thereof. The rights of each Lender under this Section 2.5.2 are in addition to all other rights and remedies ------------- (including, without limitation, other rights of setoff) which such Lender may have and are subject to Section 9.12.