Common use of Lender Offset Clause in Contracts

Lender Offset. In addition to the rights granted to the Administrative Agent and the Secured Parties under Section 5.2, each Borrower and the Guarantor hereby grants to each Secured Party a right of offset to secure the repayment of the aggregate Obligations when due to the Secured Parties (solely after the passage of any applicable grace period and otherwise in accordance with the provisions of this Credit Agreement), upon any and all monies, securities, or other property of such Borrower or Guarantor, and the proceeds therefrom, now or hereafter held or received by or in transit to the Secured Parties, from or for the account of such Borrower or Guarantor, as applicable, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of such Borrower or Guarantor and any and all claims of such Borrower or Guarantor, against the Secured Parties at any time existing. Subject in all respects to Section 10.5, the Secured Parties are hereby authorized at any time and from time to time during the existence of an Event of Default, without prior notice to any Borrower or the Guarantor, to offset, appropriate, apply, and enforce such right of offset against any and all items referred to above against the Obligations. Each Borrower or the Guarantor shall be deemed directly indebted to the Secured Parties in the full amount of the aggregate Obligations, and the Secured Parties shall be entitled to exercise the rights of offset provided for above. The rights of the Secured Parties under this Section 5.3 are subject to Sections 10.5 and 12.2. The Administrative Agent, and the Secured Parties, as applicable, shall give the Borrowers or Guarantor prompt notice of any action taken pursuant to this Section 5.3, but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of the Borrowers or Guarantor with respect to such action.

Lender Offset. In addition to the rights granted to the Administrative Agent and the Secured Parties under Section 5.25.2 hereof, each Borrower and the Guarantor hereby grants to each Secured Party a right of offset offset, to secure the repayment of the aggregate Obligations of such Borrower when due to the Secured Parties (solely after the passage of any applicable grace period and otherwise in accordance with the provisions of this Credit Agreementperiod), upon any and all monies, securities, or other property of such Borrower or GuarantorBorrower, and the proceeds therefrom, now or hereafter held or received by or in transit to the Secured Parties, from or for the account of such Borrower or Guarantor, as applicableBorrower, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of such Borrower or Guarantor and any and all claims of such Borrower or GuarantorBorrower, against the Secured Parties at any time existing. Subject in all respects to Section 10.5, the The Secured Parties are hereby authorized at any time and from time to time during the existence of an Event of Default, without prior notice to any Borrower or the GuarantorCredit Party, to offset, appropriate, apply, and enforce such right of offset against any and all items referred to above against the applicable Obligations. Each Borrower or the Guarantor shall be deemed directly indebted to the Secured Parties in the full amount of the aggregate ObligationsObligations of such Borrower, and the Secured Parties shall be entitled to exercise the rights of offset provided for above. The rights of the Secured Parties under this Section 5.3 are subject to Sections 10.5 and 12.2Section 12.2 hereof. The Administrative Agent, and the Secured Parties, as applicable, shall give the Borrowers or Guarantor applicable Borrower prompt notice of any action taken pursuant to this Section 5.3, but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of the Borrowers or Guarantor such Borrower with respect to such action.

Lender Offset. In addition to the rights granted to the Administrative Agent and the Secured Parties under Section 5.2, each Borrower and the Guarantor hereby grants to each Secured Party a right of offset to secure the repayment of the aggregate Obligations when due to the Secured Parties (solely after the passage of any applicable grace period and otherwise in accordance with the provisions of this Credit Agreement), upon any and all monies, securities, or other property of such Borrower or Guarantor, and the proceeds therefrom, now or hereafter held or received by or in transit to the Secured Parties, from or for the account of such Borrower or Guarantor, as applicable, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of such Borrower or Guarantor and any and all claims of such Borrower or Guarantor, against the Secured Parties at any time existing. Subject in all respects to Section 10.5, the Secured Parties are hereby authorized at any time and from time to time during the existence of an Event of Default, without prior notice to any Borrower or the Guarantor, to offset, appropriate, apply, and enforce such right of offset against any and all items referred to above against the Obligations. Each Borrower or the Guarantor shall be deemed directly indebted to the Secured Parties in the full amount of the aggregate Obligations, and the Secured Parties shall be entitled to exercise the rights of offset provided for above. The rights of the Secured Parties under this Section 5.3 are subject to Sections 10.5 and 12.2. The Administrative Agent, and the Secured Parties, as applicable, shall give the Borrowers or Guarantor prompt notice of any action taken pursuant to this Section 5.3, but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of the Borrowers or Guarantor with respect to such action.. CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

Lender Offset. In addition to the rights granted to the Administrative Agent and the Secured Parties Lenders under Section 5.25.2 hereof, each Borrower and the Guarantor hereby grants to each Secured Party Lender a right of offset offset, to secure the repayment of the aggregate Obligations of such Borrower when due to the Secured Parties (solely after the passage of any applicable grace period and otherwise in accordance with the provisions of this Credit Agreementperiod), upon any and all monies, securities, or other property of such Borrower or Guarantor, and the proceeds therefrom, now or hereafter held or received by or in transit to the Secured PartiesLenders, from or for the account of such Borrower or Guarantor, as applicableBorrower, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits (general or specified) and credits of such Borrower or Guarantor and any and all claims of such Borrower or GuarantorBorrower, against the Secured Parties Lenders at any time existing. Subject in all respects to Section 10.5, the Secured Parties The Lenders are hereby authorized at any time and from time to time during the existence of an Event of Default, without prior notice to any Borrower or the Guarantorapplicable Borrower, to offset, appropriate, apply, and enforce such right of offset against any and all items referred to above against the ObligationsObligations of such Borrower. Each Borrower or the Guarantor shall be deemed directly indebted to the Secured Parties Lenders in the full amount of the aggregate its Obligations, and the Secured Parties Lenders shall be entitled to exercise the rights of offset provided for above. The rights of the Secured Parties Lenders under this Section 5.3 are subject to Sections 10.5 and 12.2Section 12.2 hereof. The Administrative Agent, and the Secured PartiesLenders, as applicable, shall give the Borrowers or Guarantor prompt notice of any action taken pursuant to this Section 5.3, but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of the Borrowers or Guarantor with respect to such action.

Lender Offset. In addition to the rights granted to the Administrative Agent and the Secured Parties Lenders under Section 5.25.2 hereof, each Borrower and the Guarantor hereby grants to each Secured Party Lender a right of offset offset, to secure the repayment of the aggregate Obligations of such Borrower when due to the Secured Parties (solely after the passage of any applicable grace period and otherwise in accordance with the provisions of this Credit Agreementperiod), upon any and all monies, securities, or other property of such Borrower or Guarantor, and the proceeds therefrom, now or hereafter held or received by or in transit to the Secured PartiesLenders, from or for the account of such Borrower or Guarantor, as applicableBorrower, whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also upon any and all deposits USActive 53991578.7 44 (general or specified) and credits of such Borrower or Guarantor and any and all claims of such Borrower or GuarantorBorrower, against the Secured Parties Lenders at any time existing. Subject in all respects to Section 10.5, the Secured Parties The Lenders are hereby authorized at any time and from time to time during the existence of an Event of Default, without prior notice to any Borrower or the Guarantorapplicable Borrower, to offset, appropriate, apply, and enforce such right of offset against any and all items referred to above against the ObligationsObligations of such Borrower. Each Borrower or the Guarantor shall be deemed directly indebted to the Secured Parties Lenders in the full amount of the aggregate its Obligations, and the Secured Parties Lenders shall be entitled to exercise the rights of offset provided for above. The rights of the Secured Parties Lenders under this Section 5.3 are subject to Sections 10.5 and 12.2Section 12.2 hereof. The Administrative Agent, and the Secured PartiesLenders, as applicable, shall give the Borrowers or Guarantor prompt notice of any action taken pursuant to this Section 5.3, but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of the Borrowers or Guarantor with respect to such action.