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 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 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 the Borrower or Affiliates 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 and the each of the Lenders, respectively, are 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; except that no Lender shall exercise any such right without the prior written consent of the Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

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, securities, and other property 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 the Borrower Affiliates or Affiliates Subsidiaries of the Borrower. Without implying any limitation on any other rights the Agent and/or any of the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent and the each of the Lenders, respectively, are 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. Notwithstanding the foregoing, the Agent and the Lenders acknowledge and agree that any Liens and rights of setoff under this Section 2.3.7 are subordinate and junior to the Liens and rights of setoff securing the BofA Obligations; except accordingly, the Agent and the Lenders agree that no Lender shall exercise on or before the BofA Termination Date any amounts received by them on account of any such right without Liens or rights of setoff shall be remitted to the prior written consent of Collateral Agent for application to the AgentBofA Obligations until such time as the BofA Obligations are paid in full. Any Lender exercising a right to set off shall purchase for cash (In addition, the Agent and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, agree that any Lender may exercise its right to set off with respect to amounts in excess Liens and rights of its Pro Rata Share of the Obligations and upon doing so setoff under this Section 2.3.7 shall deliver such amount so set off to the Agent be held for the benefit of all Lenders in accordance with their Pro Rata Sharesof, and as agent for, the Collateral Agent.

Liens; Setoff. The U.S. Borrower hereby grants to the Agent and to the Lenders Lender a continuing Lien for in order to secure all of the Obligations (including, without limitation, the Agent’s Obligations) upon any and all monies, securities, and other property of the U.S. Borrower and the proceeds thereof, now or hereafter held or received by or in transit to, the Agent, any of the LendersLender, and/or any Affiliate of the Agent and/or any of the LendersLender, from or for the U.S. Borrower, and also upon any and all deposit accounts (general or special) and credits of the U.S. 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 accounts held by the U.S. Borrower in its capacity as trustee for Persons who are not the Borrower or Affiliates of the U.S. Borrower. The Dutch Borrower hereby grants to the Lender a continuing Lien in order to secure all of the Dutch Obligations upon any and all monies, securities, and other property of the Dutch Borrower and the proceeds thereof, now or hereafter held or received by or in transit to, the Lender and/or any Affiliate of the Lender, from or for the Dutch Borrower, and also upon any and all deposit accounts (general or special) and credits of the Dutch Borrower, if any, with the Lender or any Affiliate of the Lender, at any time existing, excluding any deposit accounts held by the Dutch Borrower in its capacity as trustee for Persons who are Affiliates of the Dutch 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 a Default, the Agent Lender, as appropriate and subject to the each provisions of the Lendersthis Section, respectively, are is hereby authorized by the Borrower Obligors at any time and from time to time, without notice to the BorrowerObligors, 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 Lender in its sole and absolute discretion; except that no Lender shall exercise any such right without the prior written consent of the Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Liens; Setoff. The As additional security for the Borrower’s Obligations under the Loan Documents, the Borrower hereby grants to the Agent Lender a continuing, first priority security interest in and to the Lenders a continuing Lien for all of the Obligations lien on: (including, without limitation, the Agent’s Obligationsi) upon any and all monies, securities, and other property of now or hereafter owed by Lender to the Borrower and the proceeds thereof, and/or now or hereafter held or received by by, or in transit to, the AgentLender, 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 (ii) any and all deposit accounts deposits (general or special) and credits of the Borrower, if any, Borrower on deposit with the Agent, any of the Lenders or any Affiliate of the Agent Lender or any of the Lenders, its Affiliates and at any time existingexisting (excluding, excluding however, any deposit accounts deposits held by the Borrower in its capacity as trustee for Persons who are not trustee), and (iii) all proceeds thereof. Following the Borrower or Affiliates 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, occurrence and during the continuance of an Event of Default, the Agent and the each of the Lenders, respectively, are Lender is hereby authorized by the Borrower at any time and from time to time, without notice to the Borrower, to set off, appropriate setoff and apply any or all items hereinabove referred to set forth in this Section 3.02 against all any of the Borrower’s Obligations (including, without limitationhereunder or under the other Loan Documents. “ As additional security for the Borrower’s Obligations under the Loan Documents, the Agent’s ObligationsBorrower hereby grants the Lender a continuing, first priority security interest in and lien on: (i) then outstanding all monies, securities, and other property now or hereafter owed by Lender to the Borrower and/or now or hereafter held or received by, or in transit to, the Lender, (whether ii) any and all deposits (general or not then duespecial) and credits of the Borrower on deposit with the Lender or any of its Affiliates and at any time existing (excluding, however, any deposits held by the Borrower in its capacity as trustee), and (iii) all in such order and manner as shall be determined by the Agent in its sole and absolute discretion; except that no Lender shall exercise any such right without the prior written consent of the Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.proceeds 4841-9325-3354

Liens; Setoff. The Borrower Borrower, Fostxx Xxxxx xxx Fantasma 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, securitiesSecurities, and other personal property of the Borrower Borrower, Fostxx Xxxxx xxx Fantasma 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, Fostxx Xxxxx xxx Fantasma, and also upon any and all deposit depository accounts (whether general or special) and credits of the Borrower, Fostxx Xxxxx xxx Fantasma, 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 depository accounts held by the Borrower Borrower, Fostxx Xxxxx xxx Fantasma in its their capacity as trustee for other Persons who are not the Borrower one of them or Affiliates of the Borrowerone of them. 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 and the each of the Lenders, respectively, are is hereby authorized by the Borrower Borrower, Fostxx Xxxxx xxx Fantasma at any time and from time to time, at the Agent's option, without notice to to, or consent of, the BorrowerObligors, 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 's Obligations) then outstanding (whether or not then due)outstanding, all in such order and manner as shall be determined by the Agent in its sole and absolute discretion; except that no Lender shall exercise any such right without the prior written consent of the Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

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, securities, and other property 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 the Borrower Affiliates or Affiliates Subsidiaries of the Borrower. Xxxxx UK and Norwich each hereby grants to NationsBank a continuing Lien for all of the UK Obligations upon any and all monies, securities, and other cash deposits of Xxxxx UK and/or Norwich and the proceeds thereof, now or hereafter held or received by or in transit to, NationsBank and/or any Affiliate of NationsBank, from or for Xxxxx UK and/or Norwich, and also upon any and all deposit accounts (general or special) and credits of Xxxxx UK and/or Norwich, if any, with NationsBank or any Affiliate of NationsBank, at any time existing, excluding any deposit accounts held by Xxxxx UK and/or Norwich in its capacity as trustee for Persons who are not Affiliates or Subsidiaries of the Borrower, Xxxxx UK or Norwich. Without implying any limitation on any other rights the Agent and/or any of the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent and the each of the Lenders, respectively, are 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; except that no Lender shall exercise any such right without the prior written consent of the Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.H)

Liens; Setoff. The Borrower hereby grants to As additional security for the Agent and to Borrowers’ Obligations under the Lenders a continuing Lien for all of the Obligations (including, without limitationLoan Documents, the Agent’s ObligationsBorrowers hereby grant the Lender a continuing, first priority security interest in and lien on: (i) upon any and all monies, securities, and other property of now or hereafter owed by Lender to the Borrower and the proceeds thereof, Borrowers and/or now or hereafter held or received by by, or in transit to, the AgentLender, 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 (ii) any and all deposit accounts deposits (general or special) and credits of the Borrower, if any, Borrowers on deposit with the Agent, any of the Lenders or any Affiliate of the Agent Lender or any of the Lenders, its Affiliates and at any time existingexisting (excluding, excluding however, any deposit accounts deposits held by the Borrower Borrowers in its their capacity as trustee for Persons who are not trustees), and (iii) all proceeds thereof. Following the Borrower or Affiliates 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, occurrence and during the continuance of an Event of Default, the Agent and the each of the Lenders, respectively, are Lender is hereby 4822-8289-8388 authorized by the Borrower Borrowers at any time and from time to time, without notice to the BorrowerBorrowers, to set off, appropriate setoff and apply any or all items hereinabove referred set forth in this Section 3.02 against any of the Borrowers’ Obligations hereunder or under the other Loan Documents. “ As additional security for the Borrowers’ Obligations under the Loan Documents, the Borrowers hereby grant the Lender a continuing, first priority security interest in and lien on: (i) all monies, securities, and other property now or hereafter owed by Lender to against the Borrowers and/or now or hereafter held or received by, or in transit to, the Lender, (ii) any and all Obligations deposits (includinggeneral or special) and credits of the Borrowers on deposit with the Lender or any of its Affiliates and at any time existing (excluding, however, any deposits held by the Borrowers in their capacity as trustees), and (iii) all proceeds thereof. Following the occurrence and during the continuance of an Event of Default, the Lender is hereby authorized by the Borrowers at any time and from time to time, without limitationnotice to the Borrowers, the Agent’s Obligations) then outstanding (whether to setoff and apply any or not then due), all items set forth in such order and manner as shall be determined by the Agent in its sole and absolute discretion; except that no Lender shall exercise this Section 3.02 against any such right without the prior written consent of the Agent. Any Lender exercising a right to set off shall purchase for cash (and Borrowers’ Obligations hereunder or under the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata SharesLoan Documents.

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, securities, and other property 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 the Borrower Affiliates or Affiliates Subsidiaries of the Borrower. Xxxxx UK and NIM Holdings each hereby grants to Bank of America a continuing Lien for all of the UK Obligations upon any and all monies, securities, and other cash deposits of Xxxxx UK and/or NIM Holdings and the proceeds thereof, now or hereafter held or received by or in transit to, Bank of America and/or any Affiliate of Bank of America, from or for Xxxxx UK and/or NIM Holdings, and also upon any and all deposit accounts (general or special) and credits of Xxxxx UK and/or NIM Holdings, if any, with Bank of America or any Affiliate of Bank of America, at any time existing, excluding any deposit accounts held by Xxxxx UK and/or NIM Holdings in its capacity as trustee for Persons who are not Affiliates or Subsidiaries of the Borrower, Xxxxx UK or NIM Holdings. Without implying any limitation on any other rights the Agent and/or any of the Lenders may have under the Financing Documents or applicable Laws, during the continuance of an Event of Default, the Agent and the each of the Lenders, respectively, are 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; except that no Lender shall exercise any such right without the prior written consent of the Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Liens; Setoff. The In addition to the Liens set forth in ARTICLE 3, 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 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 the Borrower or Affiliates 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 and the each of the Lenders, respectively, are 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; except that no . The Lender shall exercise any promptly after taking such right without action give the prior written consent of the Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted notice thereof by law, that any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Sharesfax or telephone advice or overnight messenger.