Bank Accounts; Offset. To secure the repayment of the Obligations Borrower hereby grants to each Lender, LC Issuer, and each of their respective Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender, LC Issuer or any of their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of Borrower at any time existing against any Lender, including claims under certificates of deposit. At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, LC Issuer, and each of their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.
Appears in 2 contracts
Samples: Credit Agreement (Vantage Energy Inc.), Credit Agreement (Vantage Energy Inc.)
Bank Accounts; Offset. To secure sure the repayment of the Obligations Borrower Obligations, each Related Person hereby grants to each Lender, LC Issuer, Lender and each of their respective Affiliates, its successors and assigns (in this section called an "Assignee") a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender, LC Issuer Lender or any of their respective Affiliates, Assignee at common Lawlaw, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower any Related Person now or hereafter held or received by or in transit to any Lender, LC Issuer, any Lender or any of their respective Affiliates, Assignee from or for the account of Borrowerany Related Person, whether for safekeeping, custody, custody pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower any Related Person with any Lender, LC Issuer, Lender or any of their respective AffiliatesAssignee, and (c) any other credits and claims of Borrower any Related Person at any time existing against any LenderLender or any Assignee, including claims under certificates of deposit. At any time and from time to time after During the occurrence and during the continuance existence of any Event of Default, each Lender, LC Issuer, Lender and each of their respective Affiliates, Assignee is hereby authorized to foreclose upon, or offset, appropriate, and apply, at any time and from time to offset against the Obligations then due and payable (in either case time, without notice to Borrower except as set forth below in this section)the Borrower, any and all items hereinabove referred to; irrespective of to against the Obligations then due and payable. If any Lender, whether by setoff or not otherwise, has payment made to it upon its Loans in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender whether in connection with setoff or LC Issuer shall have made any demand under this Agreement amounts which might be subject to setoff or any otherwise, receives collateral or other Loan Document and although protection for its Obligations or such obligations of Borrower amounts which may be contingent or unmatured or are owed subject to a branch or office setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such Lender collateral ratably in proportion to their Loans. In case any such payment is distributed by legal process, or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulativeotherwise, and either may appropriate further adjustments shall be exercised independently of the other without regard to procedures or restrictions applicable to the othermade.
Appears in 2 contracts
Samples: Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)
Bank Accounts; Offset. To secure the repayment of the Obligations Obligations, the Borrower hereby grants to each Lender, LC Issuer, Lender and each of their respective its Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender, LC Issuer Lender or any of their respective its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower any Restricted Persons now or hereafter held or received by or in transit to any Lender, LC Issuer, Lender or any of their respective its Affiliates, from or for the account of Borrowerany Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower any Restricted Person with any Lender, LC Issuer, Lender or any of their respective its Affiliates, and (c) any other credits and claims of Borrower any Restricted Person at any time existing against any Lender, including claims under certificates of deposit. At Subject to the terms of the Intercreditor Agreement, at any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, LC Issuer, Lender and each of their respective its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower any Restricted Person except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower the Restricted Persons may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Vantage Energy Inc.), Second Lien Term Loan Credit Agreement (Vantage Energy Inc.)
Bank Accounts; Offset. To secure the repayment of the Obligations Borrower hereby grants to each Lender, LC Issuer, and each of their respective Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liensLiens, and rights of any Lender, LC Issuer or any of their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of Borrower at any time existing against any Lender, including claims under certificates of deposit. At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, LC Issuer, and each of their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this sectionBorrower), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.
Appears in 2 contracts
Samples: Credit Agreement (Mid-Con Energy Partners, LP), Credit Agreement (Mid-Con Energy Partners, LP)
Bank Accounts; Offset. To secure assure the repayment of the Obligations Borrower Obligations, each Related Person hereby grants to each Lender, LC Issuer, Lender and each of their respective Affiliates, its successors and assigns (in this section called an “Assignee”) a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender, LC Issuer Lender or any of their respective Affiliates, Assignee at common Lawlaw, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower any Related Person now or hereafter held or received by or in transit to any Lender, LC Issuer, any Lender or any of their respective Affiliates, Assignee from or for the account of Borrowerany Related Person, whether for safekeeping, custody, custody pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower any Related Person with any Lender, LC Issuer, Lender or any of their respective AffiliatesAssignee, and (c) any other credits and claims of Borrower any Related Person at any time existing against any LenderLender or any Assignee, including claims under certificates of deposit. At any time and from time to time after During the occurrence and during the continuance existence of any Event of Default, each Lender, LC Issuer, Lender and each of their respective Affiliates, Assignee is hereby authorized to foreclose upon, or offset, appropriate, and apply, at any time and from time to offset against the Obligations then due and payable (in either case time, without notice to Borrower except as set forth below in this section)the Borrower, any and all items hereinabove referred to; irrespective of to against the Obligations then due and payable. If any Lender, whether by setoff or not otherwise, has payment made to it upon its Loans in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender whether in connection with setoff or LC Issuer shall have made any demand under this Agreement amounts which might be subject to setoff or any otherwise, receives collateral or other Loan Document and although protection for its Obligations or such obligations of Borrower amounts which may be contingent or unmatured or are owed subject to a branch or office setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such Lender collateral ratably in proportion to their Loans. In case any such payment is distributed by legal process, or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulativeotherwise, and either may appropriate further adjustments shall be exercised independently of the other without regard to procedures or restrictions applicable to the othermade.
Appears in 2 contracts
Samples: Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)
Bank Accounts; Offset. To secure the repayment of the Obligations Borrower hereby grants to each Lender, LC Issuer, and each of their respective Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender, LC Issuer or any of their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of Borrower at any time existing against any Lender, including claims under certificates of deposit. At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, LC Issuer, and each of their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.”
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Bank Accounts; Offset. To secure the repayment of the Obligations Borrower hereby grants to each Lender, LC Issuer, and each of their respective Affiliates, a security interest, a lienLien, and a right of offset, each of which shall be in addition to all other interests, liensLiens, and rights of any Lender, LC Issuer or any of their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of Borrower at any time existing against any Lender, including claims under certificates of deposit. At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, LC Issuer, and each of their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.
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Bank Accounts; Offset. To secure the repayment of the Obligations Borrower Obligations, each Related Person hereby grants to each Lender, LC Issuer, Lender and each of their respective Affiliates, its successors and assigns (in this section called an “Assignee”) a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender, LC Issuer Lender or any of their respective Affiliates, Assignee at common Lawlaw, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower any Related Person now or hereafter held or received by or in transit to any Lender, LC Issuer, any Lender or any of their respective Affiliates, Assignee from or for the account of Borrowerany Related Person, whether for safekeeping, custody, custody pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower any Related Person with any Lender, LC Issuer, Lender or any of their respective AffiliatesAssignee, and (c) any other credits and claims of Borrower any Related Person at any time existing against any LenderLender or any Assignee, including claims under certificates of deposit, excluding, however, any collateral clearly identified and held by Agent in its capacity as collateral agent under a Permitted Warehouse Debt facility. At any time and from time to time after During the occurrence and during the continuance existence of any Event of Default, each Lender, LC Issuer, Lender and each of their respective Affiliates, Assignee is hereby authorized to foreclose upon, or offset, appropriate, and apply, at any time and from time to offset against the Obligations then due and payable (in either case time, without notice to Borrower except as set forth below in this section)Borrower, any and all items hereinabove referred to; irrespective of to against the Obligations then due and payable. If any Lender, whether by setoff or not otherwise, has payment made to it upon its Loans in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender, whether in connection with setoff or LC Issuer shall have made any demand under this Agreement amounts which might be subject to setoff or any otherwise, receives collateral or other Loan Document and although protection for its Obligations or such obligations of Borrower amounts which may be contingent or unmatured or are owed subject to a branch or office setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such Lender collateral ratably in proportion to their Loans. In case any such payment is disturbed by legal process, or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulativeotherwise, and either may appropriate further adjustments shall be exercised independently of the other without regard to procedures or restrictions applicable to the othermade.
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