Common use of Rights of Set-Off Clause in Contracts

Rights of Set-Off. The Banks, and the Agents and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to any Guarantor (any such notice being expressly waived by each Guarantor to the extent permitted by applicable law) to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks to or for the credit or the account of any Guarantor, or any part thereof, in such amounts as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, against and on account of the obligations and liabilities of any Guarantor to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, or the Agents or Collateral Agent on behalf of the Banks, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The Banks, or the Agents or Collateral Agent on behalf of the Banks, agree to notify any such Guarantor promptly of any such set-off and the application made by the Banks, or the Agents or Collateral Agent on behalf of the Banks; PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Banks, or the Agents or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks, or the Agents or Collateral Agent on behalf of the Banks, may otherwise have.

Rights of Set-Off. The Banks, and the Agents and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to any the Guarantor (any such notice being expressly waived by each the Guarantor to the extent permitted by applicable law) to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks to or for the credit or the account of any the Guarantor, or any part thereof, in such amounts as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, against and on account of the obligations and liabilities of any the Guarantor to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, or the Agents or Collateral Agent on behalf of the Banks, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The Banks, or the Agents or Collateral Agent on behalf of the Banks, agree to notify any such the Guarantor promptly of any such set-off and the application made by the Banks, or the Agents or Collateral Agent on behalf of the Banks; PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Banks, or the Agents or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks, or the Agents or Collateral Agent on behalf of the Banks, may otherwise have.

Rights of Set-Off. The Banks, and the Agents and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of (a) If an Event of Default without notice shall have occurred and be continuing, each Buyer and each of their respective Affiliates is hereby authorized at any time and from time to any Guarantor (any such notice being expressly waived by each Guarantor time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law) Law, to set-set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any whatever currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, ) at any time held or and other obligations (in whatever currency) at any time owing by the Banks such Buyer or any such Affiliate to or for the credit or the account of the Seller or Guarantor against any Guarantor, or any part thereof, in such amounts as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, against and on account all of the obligations and liabilities of any Guarantor to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents or Collateral Agent on behalf of the BanksSeller or Guarantor now or hereafter existing under this Agreement or any other Principal Agreement to such Buyer or its Affiliates, may elect, irrespective of whether or not the Banks, such Buyer or the Agents or Collateral Agent on behalf of the Banks, Affiliate shall have made any demand for payment but only under this Agreement or any other Principal Agreement and although such obligations of the Seller or Guarantor may be contingent or unmatured or are owed to a branch, office or Affiliate of such Buyer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Buyer shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the extent Administrative Agent for further application in accordance with the provisions of Article 15 and, pending such payment, shall be segregated by such Defaulting Buyer from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Buyers, and (y) the Defaulting Buyer shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Buyer as to which it exercised such right of setoff. The rights of each Buyer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration Buyer or otherwise)its Affiliates may have. The Banks, or the Agents or Collateral Agent on behalf of the Banks, agree Each Buyer agrees to notify the Seller and the Administrative Agent promptly after any such Guarantor promptly of any such set-off setoff and the application made by the Banksapplication, or the Agents or Collateral Agent on behalf of the Banks; PROVIDED that provided, that, the failure to give such notice shall not affect the validity of such set-off setoff and application. The rights of the Banks, or the Agents or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks, or the Agents or Collateral Agent on behalf of the Banks, may otherwise have.

Rights of Set-Off. The Banks, and the Agents and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to any the Guarantor (any such notice being expressly waived by each the Guarantor to the extent permitted by applicable law) to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks to or for the credit or the account of any the Guarantor, or any part thereof, in such amounts as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, against and on account of the obligations and liabilities of any the Guarantor to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, or the Agents or Collateral Agent on behalf of the Banks, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The Banks, or the Agents or Collateral Agent on behalf of the Banks, agree to notify any such the Guarantor promptly of any such set-off and the application made by the Banks, or the Agents or Collateral Agent on behalf of the Banks; PROVIDED provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Banks, or the Agents or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks, or the Agents or Collateral Agent on behalf of the Banks, may otherwise have.

Rights of Set-Off. The Banks, and the Agents and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of In case an Event of Default shall occur and be continuing or shall exist, the Agent and each Bank shall have the right, in addition to all other rights and remedies available to it, without notice to any Guarantor (any such notice being expressly waived by each Guarantor to the extent permitted by applicable law) Borrower, to set-off against and to appropriate and apply any to the unpaid balance of the Debt all the Notes and all deposits other obligations of Borrower hereunder any debt owing to, and any other funds held in any manner for the account of Borrower by such holder, including, without limitation, all funds in all deposit accounts (whether general or special, time or demand, provisional provisionally credited or final)finally credited, in any currencyor otherwise) now or hereafter maintained by Borrower for its own account with such holder, and the Agent and each Bank is hereby granted a security interest in and lien on all such debts (including all such deposit accounts) for such purpose; provided, however, that, except for operating expenses due the Agent from the Borrower, obligations of the Borrower to the Banks arising in connection with the Loans shall be satisfied first with the proceeds of any exercise of the right of set-off before any other credits, indebtedness or claims, in obligations of the Borrower to any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by of the Banks to shall be paid. Such right shall exist whether or for the credit not any such holder or the account of any Guarantor, Agent or any part thereof, in such amounts as the Banks, Bank shall have made any demand under this Agreement or the Agents or Collateral Agent on behalf of the Banks, may elect, against any Note and on account of the obligations and liabilities of any Guarantor to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, Notes and such other obligations are matured or unmatured. Borrower hereby confirms each such holder's and the Agents or Collateral Agent on behalf Agent's and each Bank's right of the Banks, have made any demand for payment but only to the extent that such obligations, liabilities banker's lien and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The Banks, or the Agents or Collateral Agent on behalf of the Banks, agree to notify any such Guarantor promptly of any such set-off and the application made by the Banks, nothing in this Agreement shall be deemed any waiver or the Agents prohibition of any such holder's or Collateral Agent on behalf of the Banks; PROVIDED that the failure to give such notice shall not affect the validity Agent's and each Bank's right of such set-off banker's lien and application. The rights of the Banks, or the Agents or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which ; provided, however, that the BanksAgent and the Banks hereby waive said rights of banker's lien, set-off, counterclaim or right to withhold payment with respect to a deposit account to be established with the Agents or Collateral Agent on behalf in an amount of up to $1,500,000 for the Banksexclusive purpose of environmental remediation, may otherwise havethe number of said account to be provided to the Agent by the Borrower promptly upon the opening of said account.

Rights of Set-Off. The BanksLenders, and the Agents and Collateral Agent on behalf of the BanksLenders, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to any the Guarantor (any such notice being expressly waived by each the Guarantor to the extent permitted by applicable law) to set-set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks Lenders to or for the credit or the account of any the Guarantor, or any part thereof, in such amounts as the BanksLenders, or the Agents or Collateral Agent on behalf of the BanksLenders, may elect, against and on account of the obligations and liabilities of any the Guarantor to the BanksLenders, in any currency, whether arising hereunder or otherwise, as the BanksLenders, or the Agents or Collateral Agent on behalf of the BanksLenders, may elect, whether or not the BanksLenders, or the Agents or Collateral Agent on behalf of the BanksLenders, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The BanksLenders, or the Agents or Collateral Agent on behalf of the BanksLenders, agree to notify any such the Guarantor promptly of any such set-off and the application made by the BanksLenders, or the Agents or Collateral Agent on behalf of the BanksLenders; PROVIDED provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the BanksLenders, or the Agents or Collateral Agent on behalf of the BanksLenders, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the BanksLenders, or the Agents or Collateral Agent on behalf of the BanksLenders, may otherwise have.

Rights of Set-Off. The BanksLenders, and the Agents Agent and Collateral Agent on behalf of the BanksLenders, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to any Guarantor (any such notice being expressly waived by each Guarantor to the extent permitted by applicable law) to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks Lenders to or for the credit or the account of any Guarantor, or any part thereof, in if such amounts as the BanksLenders, or the Agents Agent or Collateral Agent on behalf of the BanksLenders, may elect, against and on account of the obligations and liabilities of any Guarantor to the BanksLenders, in any currency, whether arising hereunder or otherwise, as the BanksLenders, or the Agents Agent or Collateral Agent on behalf of the BanksLenders, may elect, whether or not the BanksLenders, or the Agents Agent or Collateral Agent on behalf of the BanksLenders, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The BanksLenders, or the Agents Agent or Collateral Agent on behalf of the BanksLenders, agree to notify any such each Guarantor promptly of any such set-off and the application made by the BanksLenders, or the Agents or Collateral Agent on behalf of the BanksLenders; PROVIDED provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the BanksLenders, or the Agents Agent or Collateral Agent on behalf of the BanksLenders, under this Section 6 4.6 are in addition to other rights and remedies (including, without limitation, including other rights of set-off) which the BanksLenders, or the Agents Agent or Collateral Agent on behalf of the BanksLenders, may otherwise have.

Rights of Set-Off. The Banks, and the Agents and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to any Guarantor (any such notice being expressly waived by each Guarantor to the extent permitted by applicable law) to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks to or for the credit or the account of any Guarantor, or any part thereof, in such amounts as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, against and on account of the obligations and liabilities of any Guarantor to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, or the Agents or Collateral Agent on behalf of the Banks, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The Banks, or the Agents or Collateral Agent on behalf of the Banks, agree to notify any such Guarantor promptly of any such set-off and the application made by the Banks, or the Agents or Collateral Agent on behalf of the Banks; PROVIDED provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Banks, or the Agents or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks, or the Agents or Collateral Agent on behalf of the Banks, may otherwise have.

Rights of Set-Off. The Banks, and the Agents Agent and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to any Guarantor of the Guarantors (any such notice being expressly waived by each Guarantor any of the Guarantors to the extent permitted by applicable law) to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks to or for the credit or the account of any Guarantorof the Guarantors, or any part thereof, in such amounts as the Banks, or the Agents Agent or Collateral Agent on behalf of the Banks, may elect, against and on account of the obligations and liabilities of any Guarantor of the Guarantors to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents Agent or Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, or the Agents Agent or Collateral Agent on behalf of the Banks, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The Banks, or the Agents Agent or Collateral Agent on ______________________________________ Footnote continued from previous page. behalf of the Banks, agree to notify any such Guarantor the Guarantors promptly of any such set-off and the application made by the Banks, or the Agents or Collateral Agent on behalf of the Banks; PROVIDED provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Banks, or the Agents Agent or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks, or the Agents Agent or Collateral Agent on behalf of the Banks, may otherwise have.