Common use of Remedies: Set-Off Clause in Contracts

Remedies: Set-Off. In addition to all other rights and remedies available under the Credit Documents or applicable law or otherwise, upon and at any time (i) after the occurrence and during the continuance of any Event of Default under Section 9.1(a), 9.1(f) or 9.1(g) or (ii) (A) after the occurrence and during the continuance of any other Event of Default and (B) the making of the request or the granting of the consent specified by Section 9.2(b) to authorize the Administrative Agent to declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, in each case each Lender, each Issuing Lender and each of their respective Affiliates may, and each is hereby authorized at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the Borrowers, to set off and to apply any and all deposits (general or special, time or demand, provisional or final), and any other indebtedness at any time owing, by such Lender, such Issuing Lender or any such Affiliate to or for the credit or the account of any Borrower against any or all of the Obligations of the Borrowers now or hereafter existing under this Agreement or any other Credit Documents to such Lender or Issuing Lender or their respective Affiliates, whether or not such Lender, such Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Obligations may be unmatured; 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 2.22 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, the Issuing Lenders 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 and Issuing Xxxxxx agrees promptly to notify the 8470562v6 24740.00061 91 Borrowers and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Remedies: Set-Off. In addition to all other rights and remedies available under the Credit Documents or applicable law or otherwise, upon and at any time (i) after the occurrence and during the continuance of any Event of Default under Section 9.1(a), 9.1(f) or 9.1(g) or (ii) (A) after the occurrence and during the continuance of any other Event of Default and (B) the making of the request or the granting of the consent specified by Section 9.2(b) to authorize the Administrative Agent to declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, in each case each LenderDefault, each Issuing Lender and each of their respective Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time held (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender, such Issuing Lender or any such Affiliate to or for the credit or the account of any the Borrower against any or all of the Obligations of the Borrowers Borrower to such Lender now or hereafter existing under this Agreement or any other Credit Documents to such Lender or Issuing Lender or their respective Affiliatesexisting, whether or not such Lender, such Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.19 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, the Issuing Lenders Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender and Issuing Xxxxxx agrees promptly to notify the 8470562v6 24740.00061 91 Borrowers Borrower and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Remedies: Set-Off. In addition to all other rights and remedies available under the Credit Loan Documents or applicable law or otherwise, upon and at any time (i) after the occurrence and during the continuance of any Event of Default under Section 9.1(a), 9.1(f) or 9.1(g) or (ii) (A) after the occurrence and during the continuance of any other Event of Default and (B) the making of the request or the granting of the consent specified by Section 9.2(b) to authorize the Administrative Agent to declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, in each case each LenderDefault, each Issuing Lender and each of their respective its Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower, to set off and to apply any and all deposits (general or special, time or demand, provisional or final)) and any other property at any time held, and any other indebtedness at any time owing, by such Lender, such Issuing Lender or any such Affiliate of its Affiliates to or for the credit or the account of any the Borrower against any or all of the Obligations of the Borrowers to such Lender now or hereafter existing under this Agreement or any other Credit Documents to such Lender or Issuing Lender or their respective Affiliatesexisting, whether or not such Lender, such Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Obligations may be contingent or unmatured; 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 2.22 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, the Issuing Lenders Borrower hereby granting to each Lender a continuing security interest in and the Lenders, Lien upon all such deposits and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to other property as security for such Defaulting Lender as to which it exercised such right of setoffObligations. Each Lender and Issuing Xxxxxx agrees promptly to notify the 8470562v6 24740.00061 91 Borrowers Borrower and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything herein or in any other Loan Document to the contrary, all rights of set-off and application hereunder are specifically limited to the deposits and assets of the Borrower, and under no circumstances whatsoever shall any Lender or any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrower, or have any Lien upon, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiary.

Remedies: Set-Off. In addition to all other rights and remedies available under the Credit Documents or applicable law or otherwise, upon and at any time (i) after the occurrence and during the continuance of any Event of Default under Section 9.1(a), 9.1(f) or 9.1(g) or (ii) (A) after the occurrence and during the continuance of any other Event of Default and (B) the making of the request or the granting of the consent specified by Section 9.2(b) to authorize the Administrative Agent to declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, in each case each LenderDefault, each Issuing Lender and each of their respective Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time held (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender, such Issuing Lender or any such Affiliate to or for the credit or the account of any the Borrower against any or all of the Obligations of the Borrowers Borrower to such Lender now or hereafter existing under this Agreement or any other Credit Documents to such Lender or Issuing Lender or their respective Affiliatesexisting, whether or not such Lender, such Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoffset-off, (x) all amounts so set set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 2.19 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, the Issuing Lenders Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoffset-off. Each Lender and Issuing Xxxxxx agrees promptly to notify the 8470562v6 24740.00061 91 Borrowers Borrower and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding the foregoing, no Lender (other than the Administrative Agent in such capacity) shall exercise, or attempt to exercise, any right of setoff, banker’s lien, or the like, against any deposit account or property of the Borrower held by the Administrative Agent or any Lender, without the prior written consent of the Required Lenders, and any Lender violating this provision shall indemnify the Administrative Agent and the other Lenders from any and all costs, expenses, liabilities and damages resulting therefrom.

Remedies: Set-Off. In addition to all other rights and remedies available under the Credit Documents or applicable law or otherwise, upon and at any time (i) after the occurrence and during the continuance of any Event of Default under Section 9.1(a), 9.1(f) or 9.1(g) or (ii) (A) after the occurrence and during the continuance of any other Event of Default and (B) the making of the request or the granting of the consent specified by Section 9.2(b) to authorize the Administrative Agent to declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, in each case each Lender, each the Issuing Lender and each of their respective Affiliates may, and each is hereby authorized at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the Borrowers, to set off and to apply any and all deposits (general or special, time or demand, provisional or final), and any other indebtedness at any time owing, by such Lender, such the Issuing Lender or any such Affiliate to or for the credit or the account of any Borrower against any or all of the Obligations of the Borrowers now or hereafter existing under this Agreement or any other Credit Documents to such Lender or the Issuing Lender or their respective Affiliates, whether or not such Lender, such the Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Obligations may be unmatured; 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 2.22 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, the Issuing Lenders Lender 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 and the Issuing Xxxxxx Lender agrees promptly to notify the 8470562v6 24740.00061 91 Borrowers and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Remedies: Set-Off. In addition to all other rights and remedies available under the Credit Documents or applicable law or otherwise, upon and at any time (i) after the occurrence and during the continuance of any Event of Default under Section 9.1(a)Default, 9.1(f) or 9.1(g) or (ii) (A) after the occurrence and during the continuance of any other Event of Default and (B) the making of the request or the granting of the consent specified by Section 9.2(b) to authorize the Administrative Agent to declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, in each case each Lender, each Issuing Lender Fronting Bank and each of their respective Affiliates may, and each is hereby authorized at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the BorrowersCredit Parties, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time held (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender, such Issuing Lender Fronting Bank or any such Affiliate to or for the credit or the account of any Borrower Credit Party against any or all of the Obligations of the Borrowers such Credit Party now or hereafter existing under this Agreement or any other Credit Documents to such Lender or Issuing Lender or their respective Affiliatessuch Fronting Bank, whether or not such Lender, such Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Obligations may be contingent or unmatured; 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 2.22 2.20(a)(ii) 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, the Issuing Lenders Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and each Issuing Xxxxxx Bank agrees promptly to notify the 8470562v6 24740.00061 91 Borrowers Swiss Holdings and the Administrative Agent promptly after any such set-off setoff and application; provided, however, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.