Common use of Remedies: Set-Off Clause in Contracts

Remedies: Set-Off. In addition to all other rights and remedies available under the Loan Documents or applicable law or otherwise, upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the Borrower, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time held, and any other indebtedness at any time owing, by such Lender or any of its Affiliates to or for the credit or the account of the Borrower against any or all of the Obligations to such Lender now or hereafter existing, whether or not such Obligations may be contingent or unmatured, the Borrower hereby granting to each Lender a continuing security interest in and Lien upon all such deposits and other property as security for such Obligations. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything herein or in any other Loan Document to the contrary, all rights of set-off and application hereunder are specifically limited to the deposits and assets of the Borrower, and under no circumstances whatsoever shall any Lender or any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrower, or have any Lien upon, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiary.

Remedies: Set-Off. In addition to all other rights and remedies available under the Loan Credit Documents or applicable law or otherwise, upon and at any time (i) after the occurrence and during the continuance of any Event of DefaultDefault under Section 9.1(a), 9.1(f) or 9.1(g) or (ii) (A) after the occurrence and during the continuance of any other Event of Default and (B) the making of the request or the granting of the consent specified by Section 9.2(b) to authorize the Administrative Agent to declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, in each case each Lender, each Issuing Lender and each of its their respective Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the BorrowerBorrowers, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time held), and any other indebtedness at any time owing, by such Lender, such Issuing Lender or any of its Affiliates such Affiliate to or for the credit or the account of the any Borrower against any or all of the Obligations of the Borrowers now or hereafter existing under this Agreement or any other Credit Documents to such Lender now or hereafter existingIssuing Lender or their respective Affiliates, whether or not such Lender, such Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.22 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, the Borrower hereby granting Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to each the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender a continuing security interest in and Lien upon all as to which it exercised such deposits and other property as security for such Obligationsright of setoff. Each Lender and Issuing Xxxxxx agrees promptly to notify the Borrower 8470562v6 24740.00061 Borrowers and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything herein or in any other Loan Document to the contrary, all rights of set-off and application hereunder are specifically limited to the deposits and assets of the Borrower, and under no circumstances whatsoever shall any Lender or any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrower, or have any Lien upon, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiary.

Remedies: Set-Off. In addition to all other rights and remedies available under the Loan Credit Documents or applicable law or otherwise, upon and at any time (i) after the occurrence and during the continuance of any Event of DefaultDefault under Section 9.1(a), 9.1(f) or 9.1(g) or (ii) (A) after the occurrence and during the continuance of any other Event of Default and (B) the making of the request or the granting of the consent specified by Section 9.2(b) to authorize the Administrative Agent to declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, in each case each Lender, the Issuing Lender and each of its their respective Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the BorrowerBorrowers, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time held), and any other indebtedness at any time owing, by such Lender, the Issuing Lender or any of its Affiliates such Affiliate to or for the credit or the account of the any Borrower against any or all of the Obligations of the Borrowers now or hereafter existing under this Agreement or any other Credit Documents to such Lender now or hereafter existingthe Issuing Lender or their respective Affiliates, whether or not such Lender, the Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.22 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, the Borrower hereby granting Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to each the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender a continuing security interest in and Lien upon all as to which it exercised such deposits and other property as security for such Obligationsright of setoff. Each Lender and the Issuing Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything herein or in any other Loan Document to the contrary, all rights of set-off and application hereunder are specifically limited to the deposits and assets of the Borrower, and under no circumstances whatsoever shall any Lender or any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrower, or have any Lien upon, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiary.

Remedies: Set-Off. In addition to all other rights and remedies available under the Loan Credit Documents or applicable law or otherwise, upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the Borrower, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time heldheld (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender or any of its Affiliates to or for the credit or the account of the Borrower against any or all of the Obligations of the Borrower to such Lender now or hereafter existing, whether or not such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (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 2.19 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, the Borrower hereby granting Issuing Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to each the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender a continuing security interest in and Lien upon all as to which it exercised such deposits and other property as security for such Obligationsright of set-off. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything herein or in any other Loan Document to the contrary, all rights of set-off and application hereunder are specifically limited to the deposits and assets of the Borrower, and under no circumstances whatsoever shall any Lender or any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrower, or have any Lien upon, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiary.

Remedies: Set-Off. In addition to all other rights and remedies available under the Loan Credit Documents or applicable law or otherwise, upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the Borrower, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time heldheld (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender or any of its Affiliates to or for the credit or the account of the Borrower against any or all of the Obligations to such Lender now or hereafter existing, whether or not such Obligations may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.22 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, the Borrower hereby granting Issuing Lenders and the Lenders (including the Swingline Lender), and (y) the Defaulting Lender shall provide promptly to 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. The rights of each Lender, each Issuing Lender a continuing security interest and their respective Affiliates under this Section 9.3 are in addition to other rights and Lien upon all remedies (including other rights of setoff) that such deposits and other property as security for Lender, such ObligationsIssuing Lender or their respective Affiliates may have. Each Lender and Issuing Xxxxxx agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything herein or in any other Loan Document to the contrary, all rights of set-off and application hereunder are specifically limited to the deposits and assets of the Borrower, and under no circumstances whatsoever shall any Lender or any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrower, or have any Lien upon, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiary.

Remedies: Set-Off. In addition to all other rights and remedies available under the Loan Credit Documents or applicable law or otherwise, upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender Lender, each Fronting Bank and each of its their respective Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the BorrowerCredit Parties, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time heldheld (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender Lender, such Fronting Bank or any of its Affiliates such Affiliate to or for the credit or the account of the Borrower any Credit Party against any or all of the Obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Documents to such Lender now or hereafter existingsuch Fronting Bank, whether or not such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.20(a)(ii) 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, the Borrower hereby granting Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to 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. The rights of each Lender a continuing security interest Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and Lien upon all remedies (including other rights of setoff) that such deposits and other property as security for Lender, such ObligationsIssuing Bank or their respective Affiliates may have. Each Lender and each Issuing Bank agrees promptly to notify the Borrower Swiss Holdings and the Administrative Agent promptly after any such set-off setoff and application; provided, however, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application. Notwithstanding anything herein or in any other Loan Document to the contrary, all rights of set-off and application hereunder are specifically limited to the deposits and assets of the Borrower, and under no circumstances whatsoever shall any Lender or any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrower, or have any Lien upon, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiary.

Remedies: Set-Off. In addition to all other rights and remedies available under the Loan Credit Documents or applicable law or otherwise, upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the Borrower, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time heldheld (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender or any of its Affiliates to or for the credit or the account of the Borrower against any or all of the Obligations of the Borrower to such Lender now or hereafter existing, whether or not such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (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 2.19 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, the Borrower hereby granting Issuing Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly to each the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender a continuing security interest in and Lien upon all as to which it exercised such deposits and other property as security for such Obligationsright of set-off. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything herein the foregoing, no Lender (other than the Administrative Agent in such capacity) shall exercise, or in attempt to exercise, any other Loan Document to right of setoff, banker’s lien, or the contrarylike, all rights of set-off and application hereunder are specifically limited to the deposits and assets against any deposit account or property of the BorrowerBorrower held by the Administrative Agent or any Lender, without the prior written consent of the Required Lenders, and under no circumstances whatsoever shall any Lender or violating this provision shall indemnify the Administrative Agent and the other Lenders from any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrowerand all costs, or have any Lien uponexpenses, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiaryliabilities and damages resulting therefrom.

Remedies: Set-Off. In addition to all other rights and remedies available under the Loan Credit Documents or applicable law or otherwise, upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates may, and each is hereby authorized by the Borrower, at any such time and from time to time, to the fullest extent permitted by applicable law, without presentment, demand, protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the Borrower, to set off and to apply any and all deposits (general or special, time or demand, provisional or final) and any other property at any time heldheld (including at any branches or agencies, wherever located), and any other indebtedness at any time owing, by such Lender or any of its Affiliates to or for the credit or the account of the Borrower against any or all of the Obligations to such Lender now or hereafter existing, whether or not such Obligations may be contingent or unmaturedunmatured or are owed to a branch or office of such Lender or Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (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 2.22 12581222v10 24740.00017 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, the Borrower hereby granting Issuing Lenders and the Lenders (including the Swingline Lender), and (y) the Defaulting Lender shall provide promptly to 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. The rights of each Lender, each Issuing Lender a continuing security interest and their respective Affiliates under this Section 9.3 are in addition to other rights and Lien upon all remedies (including other rights of setoff) that such deposits and other property as security for Lender, such ObligationsIssuing Lender or their respective Affiliates may have. Each Lender and Issuing Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything herein or in any other Loan Document to the contrary, all rights of set-off and application hereunder are specifically limited to the deposits and assets of the Borrower, and under no circumstances whatsoever shall any Lender or any Affiliate of any Lender be entitled to set off or apply against the Obligations of the Borrower, or have any Lien upon, any deposits or other property of any Subsidiary (including, without limitation, any Insurance Subsidiary) held by such Lender or Affiliate for the credit or account of such Subsidiary or any other indebtedness owing by such Lender or Affiliate to any Subsidiary.