Common use of Right of Setoff; Other Collateral Clause in Contracts

Right of Setoff; Other Collateral. (a) Upon the occurrence and during the continuance of an Event of Default, each Lender and each of its Affiliates with an economic interest in Loans or Letters of Credit is hereby authorized at any time and from time to time without notice to the Parent or the Borrower (any such notice being expressly waived by the Parent and the Borrower), and to the fullest extent permitted by law, to setoff, to exercise any banker’s lien or any right of attachment and apply any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies at any time held and other indebtedness at any time owing by such Lender or Affiliate with an economic interest in Loans or Letters of Credit to or for the account of the Borrower (irrespective of the currency in which such accounts, monies or indebtedness may be denominated and such Lender or Affiliate with an economic interest in Loans or Letters of Credit is authorized to convert such accounts, monies and indebtedness into United States dollars) against any and all of the payment obligations of the Borrower, whether or not such Lender or Affiliate with an economic interests in Loans or Letters of Credit shall have made any demand for any amount owing to such Lender or Affiliate with an economic interest in Loans or Letters of Credit by the Borrower. Each Lender will promptly notify the Administrative Agent after any such setoff, exercise or application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff, exercise or application. (b) The rights of each Lender and its Affiliates with an economic interest in Loans or Letters of Credit under this Section 8.4 are in addition to, in augmentation of and, except as specifically provided in this Section 8.4, do not derogate from or impair other rights and remedies (including other rights of setoff) which such Lender or Affiliate with an economic interest in Loans or Letters of Credit may have.

Right of Setoff; Other Collateral. (a) Upon the occurrence and during the continuance continuation of an Event of Default, each Lender and each of its Affiliates with an economic interest in Loans or Letters of Credit the Bank is hereby authorized at any time and from time to time without notice to the Parent or the Borrower Agency (any such notice being expressly waived by the Parent and the BorrowerAgency), and to the fullest extent permitted by law, to setoff, to exercise any banker’s lien or any right of attachment and to apply any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies relating to the Wastewater System at any time held and other indebtedness at any time owing by such Lender or Affiliate with an economic interest in Loans or Letters of Credit the Bank to or for the account of the Borrower Agency relating to the Wastewater System (irrespective of the currency in which such accounts, monies or indebtedness may be denominated and such Lender or Affiliate with an economic interest in Loans or Letters of Credit the Bank is authorized to convert such accounts, monies and indebtedness into United States dollars) against any and all of the payment obligations and liabilities of the BorrowerAgency arising under or connected with this Agreement, the Notes and the other Loan Documents, whether or not such Lender or Affiliate with an economic interests in Loans or Letters of Credit the Bank shall have made any demand for any amount owing hereunder or thereunder. (b) The rights of the Bank under this Section are in addition to, in augmentation of, and do not derogate from or impair, other rights and remedies (including, without limitation, other rights of set-off) which the Bank may have. The Bank agrees to such Lender or Affiliate with an economic interest in Loans or Letters of Credit by the Borrower. Each Lender will promptly notify the Administrative Agent Agency after any such setoffset-off and application referred to in subsection (a) above, exercise or application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff, exercise or set-off and application. (bc) The rights of each Lender For such purpose, the Bank shall have, and its Affiliates with an economic the Agency hereby grants to the Bank, a first lien on and security interest in Loans such deposits, property, funds and accounts held or Letters of Credit under this Section 8.4 are in addition to, in augmentation of and, except as specifically provided in this Section 8.4, do not derogate from or impair other rights maintained by the Bank relating to the Wastewater System and remedies (including other rights of setoff) which such Lender or Affiliate with an economic interest in Loans or Letters of Credit may havethe proceeds thereof.

Right of Setoff; Other Collateral. (a) Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of an any Event of Default, each Lender and each of its Affiliates with an economic interest in Loans or Letters of Credit Bank is hereby authorized by the Company at any time and or from time to time time, without notice to the Parent Company or the Borrower (to any other Person, any such notice being hereby expressly waived by the Parent and the Borrower)waived, to set off and to the fullest extent permitted by law, appropriate and to setoff, to exercise any banker’s lien or any right of attachment and apply any and all balances, credits, deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final), accounts or monies at and in whatever currency denominated) and any time held and other indebtedness at any time held or owing by such Lender Bank or Affiliate with an economic interest in Loans or Letters of Credit that subsequent holder to or for the credit or the account of the Borrower (irrespective of the currency in which such accounts, monies or indebtedness may be denominated and such Lender or Affiliate with an economic interest in Loans or Letters of Credit is authorized to convert such accounts, monies and indebtedness into United States dollars) against any and all of the payment obligations of the BorrowerCompany, whether or not matured, against and on account of the obligations and liabilities of the Company to such Lender Bank or Affiliate that subsequent holder hereunder, including, but not limited to, all claims of any nature or description arising out of or connected with an economic interests in Loans this Agreement and the Related Documents, irrespective of whether or Letters of Credit not (a) the Administrative Agent shall have made any demand for hereunder or (b) the principal or the interest on the Drawing Loans and other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any amount owing to such Lender of them, may be contingent or Affiliate with an economic interest in Loans or Letters of Credit by the Borrower. Each Lender will promptly notify the Administrative Agent after any such setoff, exercise or application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff, exercise or applicationunmatured. (b) Each of the Issuing Bank and each Participating Bank agrees with each other party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, hereunder in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; PROVIDED, HOWEVER, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. (c) The rights of each Lender and its Affiliates with an economic interest in Loans or Letters of Credit any Bank under this Section 8.4 7.3 are in addition to, in augmentation of of, and, except as specifically provided in this Section 8.47.3, do not derogate from or impair other rights and remedies (including including, without limitation, other rights of setoff) which such Lender or Affiliate with an economic interest in Loans or Letters of Credit Bank may have.

Right of Setoff; Other Collateral. (a) Upon the occurrence and during the continuance of an Event of Default, each Lender and each of its Affiliates with an economic interest in Loans or Letters of Credit is hereby authorized at any time and from time to time without notice to the Parent Borrower or the Borrower (any such notice being expressly waived by the Parent Borrower and the BorrowerUL), and to the fullest extent permitted by law, to setoff, to exercise any banker’s lien or any right of attachment and apply any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies at any time held and other indebtedness at any time owing by such Lender or Affiliate with an economic interest in Loans or Letters of Credit to or for the account of the Borrower (irrespective of the currency in which such accounts, monies or indebtedness may be denominated and such Lender or Affiliate with an economic interest in Loans or Letters of Credit is authorized to convert such accounts, monies and indebtedness into United States dollars) against any and all of the payment obligations of the Borrower, whether or not such Lender or Affiliate with an economic interests in Loans or Letters of Credit shall have made any demand for any amount owing to such Lender or Affiliate with an economic interest in Loans or Letters of Credit by the Borrower. Each Lender will promptly notify the Administrative Agent after any such setoff, exercise or application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff, exercise or application. (b) The rights of each Lender and its Affiliates with an economic interest in Loans or Letters of Credit under this Section 8.4 are in addition to, in augmentation of and, except as specifically provided in this Section 8.4, do not derogate from or impair other rights and remedies (including other rights of setoff) which such Lender or Affiliate with an economic interest in Loans or Letters of Credit may have.

Right of Setoff; Other Collateral. (a) Upon In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of an any Event of Default, each Lender and each of its Affiliates with an economic interest in Loans or Letters of Credit Bank is hereby authorized by the Company at any time and or from time to time time, without notice to the Parent Company or the Borrower (to any other Person, any such notice being hereby expressly waived by the Parent and the Borrower)waived, to set off and to the fullest extent permitted by law, appropriate and to setoff, to exercise any banker’s lien or any right of attachment and apply any and all balances, credits, deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demandunmatured, provisional or final), accounts or monies at and in whatever currency denominated) and any time held and other indebtedness at any time held or owing by such Lender Bank or Affiliate with an economic interest in Loans or Letters of Credit that subsequent holder to or for the credit or the account of the Borrower (irrespective of the currency in which such accounts, monies or indebtedness may be denominated and such Lender or Affiliate with an economic interest in Loans or Letters of Credit is authorized to convert such accounts, monies and indebtedness into United States dollars) against any and all of the payment obligations of the BorrowerCompany, whether or not matured, against and on account of the obligations and liabilities of the Company to such Lender Bank or Affiliate that subsequent holder hereunder, including, but not limited to, all claims of any nature or description arising out of or connected with an economic interests in Loans this Agreement and the Related Documents, irrespective of whether or Letters of Credit not (a) the Administrative Agent shall have made any demand for hereunder or (b) the principal or the interest on the Drawing Loans and other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any amount owing to such Lender of them, may be contingent or Affiliate with an economic interest in Loans or Letters of Credit by the Borrower. Each Lender will promptly notify the Administrative Agent after any such setoff, exercise or application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff, exercise or applicationunmatured. (b) Each of the Issuing Bank and each Participating Bank agrees with each other party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, hereunder in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. (c) The rights of each Lender and its Affiliates with an economic interest in Loans or Letters of Credit any Bank under this Section 8.4 7.3 are in addition to, in augmentation of of, and, except as specifically provided in this Section 8.47.3, do not derogate from or impair other rights and remedies (including including, without limitation, other rights of setoff) which such Lender or Affiliate with an economic interest in Loans or Letters of Credit Bank may have.