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 Lenders or the Agent or the Canadian Agent to the Borrowers may be applied to or set off by such 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 or indirect, absolute or contingent, now due or to become due, now existing or hereafter arising, of the Borrowers to such Lender. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers to such Lender, other than Indebtedness evidenced by the Notes held by such Lender or, as the case may be, constituting Reimbursement Obligations owed to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender or, as the case may be, constituting Reimbursement Obligations owed to such Lender, and (b) if such Lender shall receive from any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes, held by, or, as the case may be, constituting Reimbursement Obligations owed to, such Lender, by proceedings against the 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 Note or Notes held by, or, as the case may be, Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by or, as the case may be, Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it 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 Lender, such disposition and arrangements shall be promptly rescinded and the amount promptly 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 Lenders or the Agent or the Canadian Agent to the Borrowers Holding Company or any of its Subsidiaries and any securities or other property of the Holding Company or any of its Subsidiaries in the possession of such Lender may be applied to or set off by such 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 Borrowers Holding Company or any of its Subsidiaries to such Lender. Each of the Lenders agrees with each other Lender that (a) if an amount to be set set-off is to be applied to Indebtedness of the Borrowers Borrower to such Lender, other than Indebtedness evidenced by the Notes held by such Lender or, as the case may be, or constituting Reimbursement Obligations owed to such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by such Lender or, as the case may be, or constituting Reimbursement Obligations owed to such Lender, and (b) if such Lender shall receive from the Holding Company or any Borrowerof its Subsidiaries, whether by voluntary payment, exercise of the right of setoffset-off, counterclaim, cross action, enforcement of the claim evidenced by the Notes, Notes held by, or, as the case may be, or constituting Reimbursement Obligations owed to, such Lender, Lender by proceedings against the Borrowers Holding Company or any of its Subsidiaries 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 Note or Notes held by, or, as the case may be, or Reimbursement Obligations owed to, such Lender Lender, any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by orby, as the case may be, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other 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 Lender receiving in respect of the Notes held by it or, as the case may be, 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 Lender, such disposition and arrangements shall be promptly rescinded and the amount promptly 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 Lenders Banks to any Borrower and any securities or other property of any Borrower in the Agent or the Canadian Agent to the Borrowers possession of such Bank may be applied to or set off by such Lender or the Agent or Canadian Agent on behalf of such Lender Bank 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 Borrowers any Borrower to such LenderBank. Each of the Lenders Banks agrees with each other Lender Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers any Borrower to such LenderBank, other than Indebtedness evidenced by the Notes or loan accounts held by such Lender or, as the case may be, Bank or constituting Reimbursement Obligations owed to such LenderBank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes and loan accounts held by such Lender or, as the case may be, Bank or constituting Reimbursement Obligations owed to such LenderBank, and (b) if such Lender Bank shall receive from any Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes, Notes or loan accounts held by, or, as the case may be, or constituting Reimbursement Obligations owed to, such Lender, Bank by proceedings against the Borrowers such Borrower 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 Note or Notes or loan accounts held by, or, as the case may be, or Reimbursement Obligations owed to, such Lender Bank any amount in excess of its ratable portion of the payments received by all of the Lenders Banks with respect to the Notes or loan accounts held by orby, as the case may be, and Reimbursement Obligations owed to, all of the LendersBanks, such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Notes and loan accounts held by it or, as the case may be, 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 LenderBank, such disposition and arrangements shall be promptly rescinded and the amount promptly 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 Lenders or the Agent or the Canadian Agent Banks to the Borrowers 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 Lender or the Agent or Canadian Agent on behalf of such Lender Bank 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 Borrowers Borrower to such LenderBank. Each of the Lenders Banks agrees with each other Lender Bank that (a) if an amount to be set off is to be applied to Indebtedness of the Borrowers Borrower to such LenderBank, other than Indebtedness evidenced by the Revolving Credit Notes held by such Lender or, as the case may be, Bank or constituting Reimbursement Obligations owed to such LenderBank, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Revolving Credit Notes held by such Lender or, as the case may be, Bank or constituting Reimbursement Obligations owed to such LenderBank, and (b) if such Lender Bank shall receive from any the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Notes, Revolving Credit Notes held by, or, as the case may be, or constituting Reimbursement Obligations owed to, such Lender, Bank by proceedings against the Borrowers Borrower 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, as the case may be, or Reimbursement Obligations owed to, such Lender Bank any amount in excess of its ratable portion of the payments received by all of the Lenders Banks with respect to the Revolving Credit Notes held by orby, as the case may be, and Reimbursement Obligations owed to, all of the LendersBanks, such Lender Bank will make such disposition and arrangements with the other Lenders Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender Bank receiving in respect of the Revolving Credit Notes held by it or, as the case may be, 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 LenderBank, such disposition and arrangements shall be promptly rescinded and the amount promptly restored to the extent of such recovery, but without interest.