Common use of Regardless Clause in Contracts

Regardless. of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower and any securities or other property of the Borrower in the possession of such Bank may be applied to or set off by such Bank against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owed to, such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Notes held by, or Reimbursement Obligations owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Regardless. of the adequacy of any collateralCollateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks Lenders to the Borrower Holding Company or any of its Subsidiaries and any securities or other property of the Borrower Holding Company or any of its Subsidiaries in the possession of such Bank Lender may be applied to or set off by such Bank Lender against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower Holding Company or any of its Subsidiaries to such BankLender. Each of the Banks Lenders agrees with each other Bank Lender that (a) if an amount to be set set-off is to be applied to Indebtedness of the Borrower to such BankLender, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank Lender or constituting Reimbursement Obligations owed to such BankLender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank Lender or constituting Reimbursement Obligations owed to such BankLender, and (b) if such Bank Lender shall receive from the BorrowerHolding Company or any of its Subsidiaries, whether by voluntary payment, exercise of the right of setoffset-off, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Notes held by, or constituting Reimbursement Obligations owed to, such Bank Lender by proceedings against the Borrower Holding Company or any of its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Notes held by, or Reimbursement Obligations owed to, such Bank Lender, any amount in excess of its ratable portion of the payments received by all of the Banks Lenders with respect to the Revolving Credit Notes held by, and Reimbursement Obligations owed to, all of the BanksLenders, such Bank Lender will make such disposition and arrangements with the other Banks Lenders with respect to such excess, either by way of distribution, pro tanto PRO TANTO assignment of claims, subrogation or otherwise as shall result in each Bank Lender receiving in respect of the Revolving Credit Notes held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided PROVIDED that if all or any part of such excess payment is thereafter recovered from such BankLender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Regardless. of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the any Borrower and any securities or other property of the any Borrower in the possession of such Bank may be applied to or set off by such Bank against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the any Borrower to such Bank. Each of the Banks agrees with each other Bank that (a) if an amount to be set off is to be applied to Indebtedness of the any Borrower to such Bank, other than Indebtedness evidenced by the Revolving Credit Notes or loan accounts held by such Bank or constituting Reimbursement Obligations owed to such Bank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes and loan accounts held by such Bank or constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank shall receive from the any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Notes or loan accounts held by, or constituting Reimbursement Obligations owed to, such Bank by proceedings against the such Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Notes or loan accounts held by, or Reimbursement Obligations owed to, such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Revolving Credit Notes or loan accounts held by, and Reimbursement Obligations owed to, all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Revolving Credit Notes and loan accounts held by it or Reimbursement Obligations obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

Regardless. of the adequacy of any collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks Lenders or the Agent or the Canadian Agent to the Borrower and any securities or other property of the Borrower in the possession of such Bank Borrowers may be applied to or set off by such Bank Lender or the Agent or Canadian Agent on behalf of such Lender against the payment of Obligations then due and payable and any and all other liabilities, direct, direct or indirect, absolute or contingent, now due or to become due, now existing or hereafter arising, of the Borrower Borrowers to such BankLender. Each of the Banks Lenders agrees with each other Bank Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower Borrowers to such BankLender, other than Indebtedness evidenced by the Revolving Credit Notes held by such Bank or Lender or, as the case may be, constituting Reimbursement Obligations owed to such BankLender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Bank or Lender or, as the case may be, constituting Reimbursement Obligations owed to such BankLender, and (b) if such Bank Lender shall receive from the any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Revolving Credit Notes Notes, held by, or or, as the case may be, constituting Reimbursement Obligations owed to, such Bank Lender, by proceedings against the Borrower Borrowers at law or in equity in accordance with the terms of this Credit Agreement, or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Revolving Credit Note or Notes held by, or or, as the case may be, Reimbursement Obligations owed to, such Bank Lender any amount in excess of its ratable portion of the payments received by all of the Banks Lenders with respect to the Revolving Credit Notes held byby or, and as the case may be, Reimbursement Obligations owed to, all of the BanksLenders, such Bank Lender will make such disposition and arrangements with the other Banks Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank Lender receiving in respect of the Revolving Credit Notes held by it or or, as the case may be, Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such BankLender, such disposition and arrangements shall be promptly rescinded and the amount promptly restored to the extent of such recovery, but without interest.