Common use of Liens; Setoff Clause in Contracts

Liens; Setoff. The Borrower hereby grants to the Agent and to the Lenders a continuing Lien for all of the Obligations (including, without limitation, the Agent's Obligations) upon any and all monies, securities, and other cash deposits of the Borrower and the proceeds thereof, now or hereafter held or received by or in transit to, the Agent, any of the Lenders, and/or any Affiliate of the Agent and/or any of the Lenders, from or for the Borrower, and also upon any and all deposit accounts (general or special) and credits of the Borrower, if any, with the Agent, any of the Lenders or any Affiliate of the Agent or any of the Lenders, at any time existing, excluding any deposit accounts held by the Borrower in its capacity as trustee for Persons who are not Affiliates or Subsidiaries of the Borrower. Without implying any limitation on any other rights the Agent and/or the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent is hereby authorized by the Borrower at any time and from time to time, without notice to the Borrower, to set off, appropriate and apply any or all items hereinabove referred to against all Obligations (including, without limitation, the Agent's Obligations) then outstanding (whether or not then due), all in such order and manner as shall be determined by the Agent in its sole and absolute discretion.

Appears in 3 contracts

Samples: Financing and Security Agreement (BPC Holding Corp), Financing and Security Agreement (BPC Holding Corp), Financing and Security Agreement (BPC Holding Corp)

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Liens; Setoff. The Borrower hereby grants to the Agent Lender as additional collateral and to the Lenders a continuing Lien security for all of the Obligations (includingObligations, without limitation, the Agent's Obligations) upon a continuing Lien on any and all monies, securitiesSecurities, and other cash deposits personal property of the Borrower and the any and all proceeds thereof, now or hereafter held or received by by, or in transit to, the Agent, any of the Lenders, and/or Lender or any Affiliate of the Agent and/or any of the LendersLender from, from or for the account of, the Borrower, and also upon any and all deposit depository accounts (whether general or special) and credits of the Borrower, if any, with the Agent, any of the Lenders Lender or any Affiliate of the Agent or any of the LendersLender, at any time existing, excluding any deposit depository accounts held by the Borrower in its capacity as trustee for Persons who are not Affiliates or Subsidiaries of the Borrower. Without implying any limitation on any other rights the Agent and/or the Lenders Lender may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent Lender is hereby authorized by the Borrower at any time and from time to timetime at the Lender's option, without notice to to, or consent of, the Borrower, to set off, appropriate appropriate, seize, freeze and apply any or all items hereinabove referred to against all Obligations (including, without limitation, the Agent's Obligations) then outstanding (whether or not then due), all in such order and manner as shall be determined by the Agent Lender in its sole and absolute discretion.

Appears in 2 contracts

Samples: Financing and Security Agreement (Sensys Technologies Inc), Financing and Security Agreement (Weston Roy F Inc)

Liens; Setoff. The Borrower hereby grants to the Agent and to the Lenders a continuing Lien for all of the Obligations (including, without limitation, the Agent's ’s Obligations) upon any and all monies, securitiesInvestment Property, and other cash deposits property of the Borrower and the proceeds thereof, now or hereafter held or received by or in transit to, the Agent, any of the Lenders, and/or any Affiliate of the Agent and/or any of the Lenders, from or for the account of Borrower, and also upon any and all deposit accounts (general or special) and credits of the Borrower, if any, with the Agent, any of the Lenders or any Affiliate of the Agent or any of the Lenders, at any time existing, excluding any deposit accounts held by the Borrower in its capacity as trustee for Persons who are not Affiliates or Subsidiaries of the Borrower. Without implying any limitation on any other rights the Agent and/or the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, Agent and the Agent each of Lenders, respectively, is hereby authorized by the Borrower at any time and from time to time, without notice to the Borrower, to set off, appropriate and apply any or all items hereinabove referred to against all Obligations (including, without limitation, the Agent's ’s Obligations) then outstanding (whether or not then due), all in such order and manner as shall be determined by the Agent in its sole and absolute discretion.

Appears in 1 contract

Samples: Loan and Security Agreement (Sunrise Senior Living Inc)

Liens; Setoff. (a) The Borrower Borrowers hereby grants grant to the Agent and to the Lenders a continuing Lien for all of the Obligations (including, without limitation, the Agent's Obligations) upon any and all monies, securities, and other cash deposits property of each of the Borrower Borrowers and the proceeds thereof, now or hereafter on deposit with, held or received by by, or in transit to, the Agent, any of the Lenders, and/or any Affiliate of the Agent and/or any of the Lenders, from or for the Borrower, and also upon any and all deposit accounts (general or special) and credits of any of the BorrowerBorrowers, if any, with the Agent, any of the Lenders or any Affiliate of the Agent or any of the Lenders, at any time existing, excluding any deposit accounts held by any of the Borrower Borrowers in its their capacity as trustee for Persons who are not Affiliates or Subsidiaries of any of the BorrowerBorrowers. Without implying any limitation on any other rights the Agent and/or the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent is hereby authorized by the Borrower Borrowers at any time and from time to time, without prior notice to the BorrowerBorrowers, to set off, appropriate and apply any or all items hereinabove referred to against any or all of the Obligations (including, without limitation, the Agent's Obligations) then outstanding (whether or not outstanding, first to payment of the Agent's Obligations and then due), all to the remaining Obligations in such order and manner as shall be determined by the Agent in its sole and absolute discretion, subject to the provisions of Section 2.4.6. The Agent agrees to give the Borrowers notice of any such set off promptly following the occurrence thereof, but any failure to give such notice as and when required shall not invalidate the set off or obligate the Agent or any of the Lenders to return or restore any amounts set off.

Appears in 1 contract

Samples: Financing Agreement (C&d Technologies Inc)

Liens; Setoff. The Borrower Borrowers hereby grants to the Agent Lender as additional collateral and to the Lenders a continuing Lien security for all of the Obligations (includingObligations, without limitation, the Agent's Obligations) upon a continuing Lien on any and all monies, securities, and other cash deposits personal property of the Borrower Borrowers and the any and all proceeds thereof, now or hereafter held (except as provided in the last sentence of Section 2.5.10 hereof) or received by by, or in transit to, the Agent, any of the Lenders, and/or Lender or any Affiliate of the Agent and/or any of the LendersLender from, from or for the Borroweraccount of, the Borrowers, and also upon any and all deposit depository accounts (whether general or special) and credits of the BorrowerBorrowers, if any, with the Agent, any of the Lenders Lender or any Affiliate of the Agent or any of the LendersLender, at any time existing, excluding any deposit depository accounts held by the Borrower Borrowers in its their capacity as trustee for Persons who are not Affiliates or Subsidiaries of the BorrowerBorrowers. Without implying any limitation on any other rights the Agent and/or the Lenders Lender may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent Lender is hereby authorized by the Borrower Borrowers at any time and from time to timetime at the Lender's option, without notice to to, or consent of, the BorrowerBorrowers, to set off, appropriate appropriate, seize, freeze and apply any or all items hereinabove referred to against all Obligations (including, without limitation, the Agent's Obligations) then outstanding (whether or not then due), all in such order and manner as shall be determined by the Agent Lender in its sole and absolute discretion.

Appears in 1 contract

Samples: Financing and Security Agreement (Kimberton Enterprises Inc)

Liens; Setoff. The Borrower Borrowers hereby grants grant to the Administrative Agent and to the Lenders a continuing Lien for all of the Obligations (including, without limitation, and the Agent's Obligations) Agents' Obligations upon any and all monies, securities, and other cash deposits property of the Borrower Borrowers and the proceeds thereof, now or hereafter held or received by or in transit to, the Administrative Agent, any of the Lenders, and/or any Affiliate of the Administrative Agent and/or any of the Lenders, from or for the BorrowerBorrowers, and also upon any and all deposit accounts (general or special) and credits of the BorrowerBorrowers, if any, with the Administrative Agent, any of the Lenders or any Affiliate of the Administrative Agent or any of the Lenders, at any time existing, excluding any deposit accounts held by the Borrower Borrowers in its their capacity as trustee for Persons who are not Borrowers or Affiliates or Subsidiaries of the BorrowerBorrowers. Without implying any limitation on any other rights the Administrative Agent and/or the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Administrative Agent is hereby authorized by the Borrower Borrowers at any time and from time to time, without notice to the BorrowerBorrowers, to set off, appropriate and apply any or all items hereinabove referred to against all Obligations (including, without limitation, and the Agent's Obligations) Agents' Obligations then outstanding (whether or not then due), all in such order and manner as shall be determined by the Administrative Agent in its sole and absolute discretion.

Appears in 1 contract

Samples: Financing Agreement (Mid Atlantic Realty Trust)

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Liens; Setoff. The Borrower Borrowers hereby grants grant to the Administrative Agent and to the Lenders a continuing Lien for all of the Obligations (including, without limitation, the Agent's Agents' Obligations) upon any and all monies, securities, and other cash deposits property of the Borrower Borrowers and the proceeds thereof, now or hereafter held or received by or in transit to, the Administrative Agent, any of the Lenders, and/or any Affiliate of the Administrative Agent and/or any of the Lenders, from or for the BorrowerBorrowers, and also upon any and all deposit accounts (general or special) and credits of the BorrowerBorrowers, if any, with the Administrative Agent, any of the Lenders or any Affiliate of the Administrative Agent or any of the Lenders, at any time existing, excluding any deposit accounts held by the Borrower Borrowers in its their capacity as trustee for Persons who are not Borrowers or Affiliates or Subsidiaries of the BorrowerBorrowers. Without implying any limitation on any other rights the Administrative Agent and/or the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Administrative Agent is hereby authorized by the Borrower Borrowers at any time and from time to time, without notice to the BorrowerBorrowers, to set off, appropriate and apply any or all items hereinabove referred to against all Obligations (including, without limitation, the Agent's Agents' Obligations) then outstanding (whether or not then due), all in such order and manner as shall be determined by the Administrative Agent in its sole and absolute discretion.

Appears in 1 contract

Samples: Financing and Security Agreement (Walbro Corp)

Liens; Setoff. The Borrower Borrowers hereby grants grant to the Agent and to the Lenders a continuing Lien for all of the Obligations (including, without limitation, the Agent's ’s Obligations) upon any and all monies, securitiesInvestment Property, and other cash deposits property of the Borrower Borrowers and the proceeds Proceeds thereof, now or hereafter held or received by or in transit to, the Agent, any of the Lenders, and/or any Affiliate of the Agent and/or any of the Lenders, from or for the BorrowerBorrowers, and also upon any and all deposit accounts (general or special) and credits of the BorrowerBorrowers, if any, with the Agent, any of the Lenders or any Affiliate of the Agent or any of the Lenders, at any time existing, excluding any deposit accounts held by the Borrower Borrowers in its their capacity as trustee for Persons who are not Borrowers or Affiliates or Subsidiaries of the BorrowerBorrowers. Without implying any limitation on any other rights the Agent and/or the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent is and the each of the Lenders, respectively, are hereby authorized by the Borrower Borrowers at any time and from time to time, without notice to the BorrowerBorrowers, to set off, appropriate and apply any or all items hereinabove referred to against all Obligations (including, without limitation, the Agent's ’s Obligations) then outstanding (whether or not then due), all in such order and manner as shall be determined by the Agent in its sole and absolute discretion.

Appears in 1 contract

Samples: Business Loan and Security Agreement (Vse Corp)

Liens; Setoff. The Borrower Borrowers hereby grants grant to the Agent and to the Lenders a continuing Lien for all of the Obligations (including, without limitation, the Agent's Obligations) upon any and all monies, securitiesInvestment Property, and other cash deposits property of the Borrower Borrowers and the proceeds Proceeds thereof, now or hereafter held or received by or in transit to, the Agent, any of the Lenders, and/or any Affiliate of the Agent and/or any of the Lenders, from or for the BorrowerBorrowers, and also upon any and all deposit accounts (general or special) and credits of the BorrowerBorrowers, if any, with the Agent, any of the Lenders or any Affiliate of the Agent or any of the Lenders, at any time existing, excluding any deposit accounts held by the Borrower Borrowers in its their capacity as trustee for Persons who are not Borrowers or Affiliates or Subsidiaries of the BorrowerBorrowers. Without implying any limitation on any other rights the Agent and/or the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent is and the each of the Lenders, respectively, are hereby authorized by the Borrower Borrowers at any time and from time to time, without notice to the BorrowerBorrowers, to set off, appropriate and apply any or all items hereinabove referred to against all Obligations (including, without limitation, the Agent's Obligations) then outstanding (whether or not then due), all in such order and manner as shall be determined by the Agent in its sole and absolute discretion.

Appears in 1 contract

Samples: Business Loan and Security Agreement (Vse Corp)

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