Common use of Setoff, Etc Clause in Contracts

Setoff, Etc. As security for the payment of the Guarantor's liability under this Guaranty, the Guarantor grants to the Lender a continuing lien on, security interest in and right of setoff against all moneys, securities (other than any "margin stock", as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System) and other property of the Guarantor, and the 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 notice to the Guarantor or any other person, to the full extent of the Guarantor's liability under this Guaranty, by right of setoff, Lenderer's lien or otherwise, and to appropriate and apply all or any part of such moneys, securities and any other property against and on account of the Guarantor's liability under this Guaranty, whether or not the Lender has made any demand under this Guaranty and although the obligations 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 remedies under this paragraph.

Setoff, Etc. As security for Upon the payment occurrence and during the continuance of an Event of Default, each Lender and the Guarantor's liability under this GuarantyAdministrative Agent are hereby authorized at any time and from time to time, the Guarantor grants without prior notice to the Lender a continuing lien onBorrowers (any such notice being expressly waived by the Borrowers), security interest in to set off and right of setoff against apply any and all moneys, securities deposits (other than any "margin stock", as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System) and other property of the Guarantor, and the 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 tospecial, time depositsor demand, provisional or final) 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 and other indebtedness at any time owing by the such Lender or Administrative Agent to or for the credit or the account of any Borrower or any of the Guarantorother 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). In The rights of the Lenders and the Administrative Agent under this Section 2.4 are in addition to any other rights now or hereafter granted and remedies (including other rights of set-off) which the Lenders and the Administrative Agent may have under applicable law law. Each Lender and the Administrative Agent agrees, severally and not by way of limitation 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 rights, notice shall not affect any Lender’s or the Guarantor authorizes the Lender, on the occurrence of a default by the Guarantor Administrative Agent’s rights under this GuarantySection 2.4 or the effectiveness of any action taken pursuant hereto; provided, to proceed against all or that in the event that any part of Defaulting Lender shall exercise any such moneys, securities and other property of the Guarantor, at any time or from time to time, without notice to the Guarantor or any other person, to the full extent of the Guarantor's liability under this Guaranty, by right of setoff, Lenderer's lien or otherwise(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 appropriate 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 apply all or the Administrative Agent promptly after any part such setoff and application; provided that the failure to give such notice shall not affect the validity of such moneys, securities setoff and any other property against and on account of the Guarantor's liability under this Guaranty, whether or not the Lender has made any demand under this Guaranty and although the obligations 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 remedies under this paragraphapplication.

Setoff, Etc. As security for the payment of the Guarantor's ’s liability under this Guaranty, the Guarantor grants to the Lender a continuing lien on, security interest in and right of setoff against all moneys, securities (other than any "“margin stock"”, as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System) and other property of the Guarantor, and the 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 notice to the Guarantor or any other person, to the full extent of the Guarantor's ’s liability under this Guaranty, by right of setoff, Lenderer's banker’s lien or otherwise, and to appropriate and apply all or any part of such moneys, securities and any other property against and on account of the Guarantor's ’s liability under this Guaranty, whether or not the Lender has made any demand under this Guaranty and although the obligations 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 ’s name or the Lender's ’s name as may be considered by the Lender necessary or appropriate to preserve, protect or perfect its rights and remedies under this paragraph.

Setoff, Etc. As security for the payment Regardless of the Guarantor's liability under this Guarantyadequacy of any Collateral, the Guarantor each Borrower hereby grants to the Lender Lenders, a continuing lien onlien, security interest in and right of setoff as security for all liabilities and Obligations to the Lenders, whether now existing or hereafter arising, upon and against all moneysdeposits, securities (other than any "margin stock"credits, as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System) collateral and other property of the Guarantor, and the proceeds thereofproperty, 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 safekeepingpossession, custody, pledgesafekeeping or control of the Lenders or any entity under the control of any of the Lenders or their Affiliates, transmissionor in transit to any of them. At any time, collection without demand or otherwisenotice, 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 creditscollateral 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, indebtedness 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 payment of principal of or claimsinterest on the Notes, equitable adjustment will be made among the Lenders so that, in effect, all such sums shall be shared ratably by each case of the Lenders whether direct or indirectreceived by voluntary payment, absolute or contingent, or matured or unmatured, at any time held or owing by the Lender to or for the credit or account exercise of the Guarantor. In addition to any rights now right of setoff or hereafter granted under applicable law and not banker's lien, by way of limitation counterclaim or cross-claim or by the enforcement of any such rights, or all of the Guarantor authorizes the Lender, Notes. If any Lender receives any payment on the occurrence its Notes of a default sum or sums in excess of its pro rata portion, then such Lender receiving such excess payment shall purchase for cash from the other Lenders an interest in their Notes in such amounts as shall result in a ratable participation by each of the Guarantor under this GuarantyLenders in the aggregate unpaid amounts of the Notes then outstanding; provided, to proceed against however, that if all or any part portion of such moneysexcess payment is thereafter recovered from such Lender, securities the purchase shall be rescinded and other property of the Guarantor, at any time or from time to time, without notice purchase price restored to the Guarantor or any other person, to the full extent of the Guarantor's liability under this Guarantysuch recovery, by right of setoff, Lenderer's lien or otherwise, and to appropriate and apply all or any part of such moneys, securities and any other property against and on account of the Guarantor's liability under this Guaranty, whether or not the Lender has made any demand under this Guaranty and although the obligations 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 remedies under this paragraphbut without interest.

Setoff, Etc. As security for the payment of the Guarantor's liability under this Guaranty, the Guarantor grants Borrower and any Subsidiaries hereby ------------- ----------- grant to the Agent and each Lender a continuing lien onLien, security interest in and right of setoff against as security for all moneys, securities (other than any "margin stock", as Obligations to the Agent and such term is defined in Regulation U Lender whether now existing or hereafter arising. Regardless of the Board adequacy of Governors any collateral for any of the Federal Reserve System) and other property of the GuarantorObligations, and subject to the proceeds thereofprovisions of Article 7 upon the --------- occurrence and during the continuance of any Event of Default, now each Lender is hereby authorized at any time and from time to time, without prior notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply any and all deposits (general or hereafter special, time or demand, provisional or final) credits, collateral and property at any time in the possession , custody, safekeeping or control of or on deposit with the Lender or with any subsidiary or affiliate of the such Lender or any third party for entity under the benefit control of the Lender any Lender's holding company or in transit to 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, them and any other credits, indebtedness or claims, in each case whether direct or indirect, absolute or contingent, or matured or unmatured, Indebtedness at any time held or owing by the such Lender to or for the credit or the account of the Guarantor. In addition to Borrower against 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 notice to the Guarantor or any other person, to the full extent Obligations of the Guarantor's liability under this Guaranty, by right Borrower irrespective of setoff, Lenderer's lien or otherwise, and to appropriate and apply all or any part of such moneys, securities and any other property against and on account of the Guarantor's liability under this Guaranty, whether or not the such Lender has shall have made any demand under this Guaranty Agreement or any Note and although such Obligations may be unmatured. Each such Lender agrees to promptly notify the obligations Borrower and liabilities held or owing the Agent 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 may be contingent or unmaturedpursuant to the foregoing, the Agent shall notify each other Lender thereof. The Guarantor authorizes the rights of each Lender under this Section 2.5.2 are in addition 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 other rights and remedies under this paragraph------------- (including, without limitation, other rights of setoff) which such Lender may have and are subject to Section 9.12.

Setoff, Etc. As security for the payment of the Guarantor's liability under this Guaranty, the Guarantor grants Borrower and any Subsidiaries hereby grant to the Agent and each Lender a continuing lien onLien, security interest in and right of setoff against as security for all moneys, securities (other than any "margin stock", as Obligations to the Agent and such term is defined in Regulation U Lender whether now existing or hereafter arising. Regardless of the Board adequacy of Governors any collateral for any of the Federal Reserve System) and other property of the GuarantorObligations, and subject to the proceeds thereofprovisions of Article 7.1 upon the occurrence and during the continuance of any Event of Default, now or hereafter in the possession of or on deposit with the each 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, is hereby authorized 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 notice to the Guarantor Borrower (any such notice being expressly waived by the Borrower), 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 in the possession , custody, safekeeping or control of such Lender or any other person, entity under the control of any Lender's holding company or in transit to the full extent any of the Guarantor's liability under this Guaranty, by right of setoff, Lenderer's lien or otherwise, and to appropriate and apply all or any part of such moneys, securities them and any other property against and on Indebtedness at any time owing by such Lender to or for the credit or the account of the Guarantor's liability under this Guaranty, Borrower against any and all of the Obligations of the Borrower irrespective of whether or not the such Lender has shall have made any demand under this Guaranty Agreement or any Note and although such obligations may be unmatured. Each such Lender agrees to promptly notify the obligations Borrower and liabilities held or owing the Agent 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 may be contingent or unmaturedpursuant to the foregoing, the Agent shall notify each other Lender thereof. The Guarantor authorizes the rights of each Lender under this Section 2.5.2 are in addition 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 other rights and remedies under this paragraph(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.