Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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. 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.

Appears in 6 contracts

Samples: Credit Agreement (TNS Inc), Credit Agreement (Portola Packaging Inc), Credit Agreement (Comfort Systems Usa Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice to such Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender~~'s Pro Rata Share~~ ’s pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 5 contracts

Samples: Loan and Security Agreement (Neenah Foundry Co), Loan and Security Agreement (Neenah Foundry Co), Loan and Security Agreement (Neenah Foundry Co)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice to Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 5 contracts

Samples: Loan and Security Agreement (Weirton Steel Corp), Loan and Security Agreement (Weirton Steel Corp), Loan and Security Agreement (Weirton Steel Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 5 contracts

Samples: Credit Agreement (Cherokee International Corp), Security Agreement (Silverleaf Resorts Inc), Loan Agreement (Nassau Broadcasting Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice to such Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 4 contracts

Samples: Loan and Security Agreement (Deeter Foundry Inc), Loan and Security Agreement (Wabash National Corp /De), Loan and Security Agreement (Wabash National Corp /De)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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. ~~Borrower agrees~~Borrowers agree, 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.

Appears in 4 contracts

Samples: Credit Agreement (Osullivan Industries Holdings Inc), Credit Agreement (Osullivan Industries Inc), Credit Agreement (Penhall International Corp)

Set Off and Sharing of Payments. In (a) Subject to Section 8.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each US Lender is hereby authorized by ~~Borrower~~ US Borrowers at any time or from time to time, with reasonably prompt subsequent notice to US Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such US Lender at any of its offices for the account of any US Borrower or any of its Domestic Subsidiaries (regardless of whether such balances are then due to any US Borrower or its Domestic Subsidiaries), and (B) other property at any time held or owing by such US Lender to or for the credit or for the account of any US Borrower or any of its Domestic Subsidiaries, against and on account of any of the Obligations; except that no US Lender shall exercise any such right without the prior written consent of US Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such US Lender to US Borrower Representative shall not affect the validity of such set off and application. Any US Lender exercising a right to set off shall purchase for cash (and the other US Lenders shall sell) interests in each of such other US Tranche A Lender's ’s and US Tranche A1 Lender’s Pro Rata Share of the US Obligations as would be necessary to cause all US Lenders to share the amount so set off with each other US Lender entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~US Borrowers agree, to the fullest extent permitted by law, that any US Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the US Obligations and upon doing so shall deliver such amount so set off to the US Agent for the benefit of all US Lenders entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 3 contracts

Samples: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt ~~subsequent~~ written notice to ~~Borrower~~ Borrowers (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of ~~Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries)~~Borrowers, and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Borrowers, against and on account of any of the Indebtedness or Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 Indebtedness or 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. ~~Borrower agrees~~Borrowers agree, 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 Indebtedness or 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.

Appears in 3 contracts

Samples: Loan Agreement (Omega Healthcare Investors Inc), Loan Agreement (Omega Healthcare Investors Inc), Loan Agreement (Brookdale Senior Living Inc.)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent or Canadian 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 ’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. ~~Borrower agrees~~Borrowers agree, 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 (or in the case of Canadian Borrower, Canadian Agent) for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 3 contracts

Samples: Credit Agreement (Uap Holding Corp), Credit Agreement (Uap Holding Corp), Credit Agreement (Uap Holding Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 ’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. 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.

Appears in 3 contracts

Samples: Credit Agreement (Southern Construction Products Inc), Credit Agreement (Portola Packaging Inc), Credit Agreement (Cherokee International Corp)

Set Off and Sharing of Payments. In Subject to Section 9.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to the extent permitted by law to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrower shall not affect the validity of such set off and application. 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 3 contracts

Samples: Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp)

Set Off and Sharing of Payments. In Subject to Section 8.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrower shall not affect the validity of such set off and application. 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 3 contracts

Samples: Credit Agreement (Accuro Healthcare Solutions, Inc.), Credit Agreement (Accuro Healthcare Solutions, Inc.), Credit Agreement (TNS Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or any of its Subsidiaries), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’s Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. ~~Borrower~~ Xxxxxxxx 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this sentence.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement, Credit Agreement

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by each Co-Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to ~~Borrower~~ Co-Borrowers (any prior or contemporaneous notice to Co-Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender~~'s Pro Rata Share~~ ’s pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each Co-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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 3 contracts

Samples: Loan and Security Agreement (Pw Eagle Inc), Loan and Security Agreement (Pw Eagle Inc), Loan and Security Agreement (Pw Eagle Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under ~~applicable law~~ Applicable Law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ each Loan Party at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ such Loan Party (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower~~ such Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~such Loan Party), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ such Loan Party or any of its Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’s Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. ~~Borrower~~ Each Loan Party 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this Subsection 6.7.

Appears in 3 contracts

Samples: Credit Agreement (Atlantic Tele Network Inc /De), Credit Agreement (Atlantic Tele Network Inc /De), Credit Agreement (Atlantic Tele Network Inc /De)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply against and on account of any of the Obligations any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or any of its Subsidiaries), and (B) all other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries; provided, ~~against and on account of any of the Obligations; except~~ that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’s Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this Subsection 6.7.

Appears in 2 contracts

Samples: Credit Agreement (Surewest Communications), Credit Agreement (Surewest Communications)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender or such holder at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender or such holder to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender ~~exercising a~~ which has exercised its right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, purchase for cash (and the other Lenders or holders shall sell) ~~interests~~ participations in each of such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and ~~upon doing~~ may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 2 contracts

Samples: Loan and Security Agreement (Tower Air Inc), Loan and Security Agreement (Tower Air Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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. ~~Borrower agrees~~Borrowers agree, to the fullest extent permitted by law, that during the continuance of an Event of a Default 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.

Appears in 2 contracts

Samples: Credit Agreement (Atlantis Plastics Inc), Credit Agreement (Atlantis Plastics Inc)

Set Off and Sharing of Payments. In addition to any rights now or ------------------------------- hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Restricted Subsidiaries (regardless of whether such balances are then due to Borrower or its Restricted Subsidiaries), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Restricted Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that -------- no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its -------- rights against any equity of CoBank held by Borrower without complying with this sentence.

Appears in 2 contracts

Samples: Credit Agreement (Unwired Telecom Corp), Credit Agreement (Us Unwired Inc)

Set Off and Sharing of Payments. In addition to any rights and remedies now or hereafter granted under ~~applicable law~~ Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the ~~continuance~~ continuation of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by law, with ~~reasonably prompt subsequent~~ the prior written consent of Agent and without notice to Borrower or any other Person other than Agent (~~any prior or contemporaneous~~ such notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower ~~or any of its Subsidiaries~~ (regardless of whether such balances are then due to Borrower ~~or its Subsidiaries~~), and (Bb) other ~~property~~ Collateral at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Borrower, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; ~~except~~ provided, that no Lender or any such holder shall exercise any such right without ~~the~~ prior written ~~consent of~~ notice to Agent. Any Lender ~~exercising a~~ that has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off ~~shall~~ or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) ~~interests~~ participations in each of such other Lender's ’s or holder’s Pro Rata Share of ~~the~~ Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other ~~Lender~~ Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (y) any Lender or holder may exercise its right to ~~set~~ set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and ~~upon doing~~ may sell participations in such excess to other Lenders and holders, and (z) any Lender so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 2 contracts

Samples: Loan and Security Agreement (Katapult Holdings, Inc.), Loan and Security Agreement (Katapult Holdings, Inc.)

Set Off and Sharing of Payments. In addition to any rights and remedies now or hereafter granted under ~~applicable law~~ Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the ~~continuance~~ continuation of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by law, with ~~reasonably prompt subsequent~~ the prior written consent of Agent and without notice to Borrower or any other Person other than Agent (~~any prior or contemporaneous~~ such notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances (general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower ~~or any of its Subsidiaries~~ (regardless of whether such balances are then due to any Borrower ~~or its Subsidiaries~~), and (Bb) other ~~property~~ Property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or~~ any ~~of its Subsidiaries~~Borrower, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; ~~except~~ provided, that no Lender or any such holder shall exercise any such right without ~~the~~ prior written ~~consent of~~ notice to Agent. Any Lender ~~exercising a~~ that has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off ~~shall~~ or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) ~~interests~~ participations in each of such other Lender's ’s or holder’s Pro Rata Share of ~~the~~ Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other ~~Lender~~ Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (y) any Lender or holder may exercise its right to ~~set~~ set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and ~~upon doing~~ may sell participations in such excess to other Lenders and holders, and (z) any Lender so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 2 contracts

Samples: Loan and Security Agreement (Harvest Capital Credit Corp), Loan and Security Agreement (Harvest Capital Credit Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to any Borrower (any prior or contemporaneous notice to any or all Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Credit Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Credit Percentages.

Appears in 2 contracts

Samples: Loan and Security Agreement (Velocity Express Corp), Loan and Security Agreement (Velocity Express Corp)

Set Off and Sharing of Payments. In Subject to Section 8.2(o), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrower shall not affect the validity of such set off and application. 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 2 contracts

Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with concurrent or reasonably prompt subsequent notice to Borrower (any prior ~~or contemporaneous~~ notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 2 contracts

Samples: Credit Agreement (O2wireless Solutions Inc), Credit Agreement (O2wireless Solutions Inc)

Set Off and Sharing of Payments. In Subject to SECTION 8.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrower shall not affect the validity of such set off and application. 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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 2 contracts

Samples: Credit Agreement (RadNet, Inc.), Credit Agreement (Primedex Health Systems Inc)

Set Off and Sharing of Payments. In addition to any rights and remedies 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, to the fullest extent permitted by law and regardless of the adequacy of any Collateral, with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances (general or special, time or demand, provisional or final) held by such Lender or such holder at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender or such holder to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written ~~consent~~ notice to Agent; provided, however, that the failure to give notice to Borrower or to any other Person shall not affect the validity of ~~Agent~~such set-off and application. Any Lender ~~exercising a~~ which has exercised its right to set off ~~shall~~ or otherwise has received any payment on account of the Obligations shall, to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of Revolving Loans shall sell) ~~interests~~ participations in each of such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender or holders in accordance with their respective Pro Rata ~~Shares~~Share; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and ~~upon doing~~ may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Redenvelope Inc), Revolving Credit and Security Agreement (Redenvelope Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower or any of its Subsidiaries (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~Borrower), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’s Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this Subsection 6.7.

Appears in 2 contracts

Samples: Credit Agreement (Atlantic Tele Network Inc /De), Credit Agreement (Atlantic Tele Network Inc /De)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender or such holder at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender or such holder to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender ~~exercising a~~ which has exercised its right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, purchase for cash (and the other Lenders or holders shall sell) ~~interests~~ participations in each of such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and ~~upon doing~~ may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 2 contracts

Samples: Loan and Security Agreement (Industrial Data Systems Corp), Loan and Security Agreement (Continental Information Systems Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers’ Agent (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrowers’ Agent shall not affect the validity of such set off and application. 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata ~~Shares~~Shares in a manner consistent with Section 2.19. ~~Borrower agrees~~Borrowers agree, to the fullest extent permitted by law, ~~that~~ that, upon the occurrence and during the continuation of an Event of Default, 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 entitled to share in the amount so set off in accordance with their Pro Rata ~~Shares~~Shares in a manner consistent with Section 2.19.

Appears in 2 contracts

Samples: Credit Agreement (Sunlink Health Systems Inc), Credit Agreement (Sunlink Health Systems Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice to such Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of such Borrower or any of its Restricted Subsidiaries (regardless of whether such balances are then due to such Borrower or its Restricted Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Restricted Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 2 contracts

Samples: Loan and Security Agreement (Kinetek Inc), Loan and Security Agreement (Kinetek Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower ~~or any of its Subsidiaries~~ (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~Borrower), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Borrower, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 ’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. 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.

Appears in 2 contracts

Samples: Credit Agreement (Playtex Products Inc), Credit Agreement (Playtex Products Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries)~~Borrower, and (B) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Borrower, against and on account of any of the Indebtedness or Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 Indebtedness or 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. 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 Indebtedness or 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.

Appears in 2 contracts

Samples: Loan Agreement (Alterra Healthcare Corp), Loan Agreement (Assisted Living Concepts Inc)

Set Off and Sharing of Payments. In Subject to SECTION 8.2(K) and the Intercreditor Agreement, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of ~~Agent~~Agent or Requisite Lenders. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrower shall not affect the validity of such set off and application. 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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 2 contracts

Samples: Credit Agreement (RadNet, Inc.), Credit Agreement (Primedex Health Systems Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender or any of its Affiliates at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to a Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender or any of its Affiliates to or for the credit or for the account of any Borrower ~~or any of its Subsidiaries,~~ against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Collateral Agent. Any Lender exercising a its 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. ~~Borrower agrees~~Borrowers agree, 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~~ Collateral Agent for the benefit of Collateral Agent and of all Lenders in accordance with their Pro Rata Shares.

Appears in 2 contracts

Samples: Loan and Security Agreement (Sun Healthcare Group Inc), Loan and Security Agreement (Sun Healthcare Group Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by ~~Borrower~~ each Loan Party at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ Borrowing Agent (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of ~~Borrower or any of its Subsidiaries~~ Loan Parties (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~Loan Parties), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or~~ any ~~of its Subsidiaries~~Loan Party, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a its 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. ~~Borrower~~ Each Loan Party 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 Agent and of all Lenders in accordance with their Pro Rata Shares.

Appears in 2 contracts

Samples: Loan and Security Agreement (BNS Holding, Inc.), Loan and Security Agreement (BNS Holding, Inc.)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower ~~or any of its Subsidiaries~~ (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~Borrower), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Borrower, against and on account of any of the Obligations; except that no Lender shall exercise any such 121 right without the prior written consent of 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. 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.

Appears in 1 contract

Samples: Credit Agreement (Team Communications Group Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a its right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’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. ~~Borrower agrees~~Borrowers agree, 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~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan Agreement (Recoton Corp)

Set Off and Sharing of Payments. In addition to any rights now or ------------------------------- hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (MCG Capital Corp)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Loan Parties at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ such Loan Party or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender or such holder at any of its offices for the account of ~~Borrower~~ such Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ such Loan Party or its Subsidiaries), and (B) other property at any time held or owing by such Lender or such holder to or for the credit or for the account of ~~Borrower~~ such Loan Party or any of its Subsidiaries, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender ~~exercising a~~ which has exercised its right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, purchase for cash (and the other Lenders or holders shall sell) ~~interests~~ participations in each of such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. ~~Borrower~~ Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and ~~upon doing~~ may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 1 contract

Samples: Tender Offer Loan Agreement (Lund International Holdings Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by ~~Borrower~~ each Loan Party at any time or from time to time, with reasonably prompt subsequent notice EXHIBIT 10.1 to ~~Borrower~~ Borrowing Agent (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of ~~Borrower or any of its Subsidiaries~~ Loan Parties (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~Loan Parties), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or~~ any ~~of its Subsidiaries~~Loan Party, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a its 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. ~~Borrower~~ Each Loan Party 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 Agent and of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Rocky Shoes & Boots Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held by or ~~owing by~~ owed to such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the ~~Obligations;~~ Obligations then due and payable, except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its pro rata share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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 Sharespro rata shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Color Spot Nurseries Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Obligors at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of ~~Borrower~~ any Obligor or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ such Obligor or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ any Obligor or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a its right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’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. ~~Borrower agrees~~Obligors agree, 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 Agent and of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Beacon Roofing Supply Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers (any prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of ~~Borrower~~ Borrowers or any of ~~its~~ their Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ Borrowers or ~~its~~ such Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ Borrowers or any of ~~its~~ their Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 1 contract

Samples: Financing and Security Agreement (Henry Co)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; except that no Lender shall exercise any such right without the prior written consent of Collateral Agent. Any Lender ~~exercising a~~ which has exercised its right to set off shall purchase for cash (and the other Lenders shall sell) ~~interests~~ participations in each of such other Lender's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) 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~~ may sell participations in such excess to other Lenders, and (b) any Lender so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 1 contract

Samples: Loan and Security Agreement (Thorn Apple Valley Inc)

Set Off and Sharing of Payments. In addition to ------------------------------- any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ the Loan Parties at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower or~~ any ~~of its Subsidiaries~~ Loan Party (regardless of whether such balances are then due to ~~Borrower~~ such Loan Party or any of its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ any Loan Party or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~Loan Parties agree, 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~~ excess to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (Lund International Holdings Inc)

Set Off and Sharing of Payments. In Subject to Section 8.2(k) and the terms of the Interim Order or the Final Order, as applicable, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, ~~with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived)~~ to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. Subject to the terms of the Interim Order or the Final Order, as applicable, 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Possession Credit Agreement (Vertis Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Loan Parties at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower~~ Loan Parties or any of ~~its~~ their Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ Loan Parties or ~~its~~ any of their Subsidiaries), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ Loan Parties or any of ~~its~~ their Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’s Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~Loan Parties agree, 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this sentence.

Appears in 1 contract

Samples: Credit Agreement (D&e Communications Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers or to a directly affected Subsidiary (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of any Borrower or any ~~of its Subsidiaries~~ Subsidiary thereof (regardless of whether such balances are then due to such Borrower or ~~its Subsidiaries~~such Subsidiary), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any ~~of its Subsidiaries~~Subsidiary thereof, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; ~~except~~ provided that no Lender shall exercise any such right without -------- the prior written consent of Agent. Any Lender ~~exercising a~~ which has exercised its right to set off shall purchase for cash (and the other Lenders shall sell) ~~interests~~ participations in each of such other Lender's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ each Lender to share ~~the~~ such amount so set off with each other Lender in accordance with their respective Pro Rata Shares. Each Borrower agrees, to the fullest extent permitted by law, that (a) 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~~ may sell participations in such amount so set off to other Lenders, and (b) any Lender so purchasing a participation in the ~~Agent for~~ Loans made or other Obligations held by other Lenders may exercise all rights of set- off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the ~~benefit~~ amount of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 1 contract

Samples: Loan and Security Agreement (Hawker Pacific Aerospace)

Set Off and Sharing of Payments. (A) 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 any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to Exhibit A—p. 10 time, with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any~~ ; provided that in the event that any Defaulting Lender ~~exercising a~~ shall exercise any such right to of setoff, (x) all amounts so set off shall ~~purchase~~ be paid over immediately to Agent 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 further application in accordance with ~~their respective Pro Rata Shares. Borrower agrees~~the provisions of Section 8A.3 and, ~~to the fullest extent permitted~~ pending such payment, shall be segregated by ~~law, that any~~ such Defaulting Lender ~~may exercise~~ from its ~~right to set off with respect to amounts~~ other funds and deemed held in ~~excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent~~ trust for the benefit of ~~all Lenders~~ Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to Agent a statement describing in ~~accordance with their Pro Rata Shares~~reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Appears in 1 contract

Samples: Loan and Security Agreement

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a its 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. 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 Agent and of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Banctec Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, ~~during~~ upon the ~~continuance~~ occurrence of any Event of Default, each Lender and each holder of any Note is hereby authorized by Borrower at any time or from time to time, ~~with reasonably prompt subsequent~~ without notice to Borrower or to any other Person (any ~~prior or contemporaneous~~ such notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender or such holder at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property ~~at any time~~ held or owing by such Lender or such holder to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Borrower, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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~~which are not paid when due. Borrower agrees, to the fullest extent permitted by law, that (i) any Lender or holder may exercise its right to set off with respect to amounts in excess of its ~~Pro Rata Share~~ pro rata share of the Obligations and ~~upon doing~~ may sell participations in such excess to other Lenders and holders; and (ii) any Lender or holder so ~~shall deliver~~ purchasing a participation in the Loan and Advances made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loan and Advances and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 1 contract

Samples: Loan Agreement (Redwood Mortgage Investors Viii)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender and each Affiliate of a Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Parent Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender or Affiliate of a Lender at any of its offices for the account of Parent Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Parent Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender or Affiliate of a Lender to or for the credit or for the account of Parent Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender or Affiliate of a Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off (including any setoff by an Affiliate of such Lender) shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’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 or Affiliate of a Lender in accordance with their respective Pro Rata Shares. 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.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Neff Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender and each Affiliate of a Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender or Affiliate at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender or Affiliate to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender or Affiliate shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off (including any set off by an Affiliate of such Lender) shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’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 or Affiliate in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that any Lender (itself or by its Affiliates) 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.

Appears in 1 contract

Samples: Credit Agreement (Neff Finance Corp.)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent or Canadian 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. ~~Borrower agrees~~Borrowers agree, 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 (or in the case of Canadian Borrower, Canadian Agent) for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (Platte Chemical Co)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers (any prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~each such Lender's Aggregate Percentage.

Appears in 1 contract

Samples: Loan and Security Agreement (Pw Eagle Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set-off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (Cherokee International Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Loan Parties at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower~~ Loan Parties or any of ~~its~~ their Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ Loan Parties or ~~its~~ any of their Subsidiaries), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ Loan Parties or any of ~~its~~ their Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’s Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~Loan Parties agree, 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this sentence. Second Amended and Restated Credit Agreement/D&E Communications, Inc.

Appears in 1 contract

Samples: Credit Agreement (D&e Communications Inc)

Set Off and Sharing of Payments. 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 any Event of ~~Default,~~ Default each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a its right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’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. 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 Agent and of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Pizza Inn Holdings, Inc /Mo/)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrower Representative being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 1 contract

Samples: Loan and Security Agreement (D & K Healthcare Resources Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of ~~Default~~Default to the extent permitted by SECTION 6.5, each Lender ~~is hereby authorized by Borrower~~ has the right to at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to ~~apply~~ apply, but solely to the extent of the amount of Obligations then due by acceleration or otherwise, any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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. ~~Borrower agrees~~Borrowers agree, 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.. Annex A Page 91

Appears in 1 contract

Samples: Credit Agreement (Aas Capital Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers (any prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ such Borrowers or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender~~'s Pro Rata Share~~ ’s pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. ~~Borrower agrees~~Borrowers agree, 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 1 contract

Samples: Loan and Security Agreement (Mfri Inc)

Set Off and Sharing of Payments. ~~In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during~~ Upon the ~~continuance~~ occurrence of any Event of Default, regardless of the value of the Collateral or any other security for the repayment of Borrower's Obligations, and in addition to and not in limitation of the rights of offset that any Lender may have under applicable law, and whether or not any Lender has made any demand or Borrower's Obligations have matured, each Lender ~~is hereby authorized by Borrower~~ shall have the right, at any time or from time to ~~time~~time after the occurrence of such Event of Default, ~~with reasonably prompt subsequent~~ without notice to Borrower (or to any ~~prior or contemporaneous notice being hereby expressly waived)~~ other Person, to set off and to appropriate and apply to ~~apply~~ the payment of Borrower's Obligations any and all ~~(A)~~ deposits, balances and other obligations held by such Lender ~~at any of its offices~~ for the account of Borrower or any of its ~~Subsidiaries (regardless of whether such balances are then due to Borrower or its~~ Subsidiaries), and ~~(B)~~ any other ~~property~~ Property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries~~, against~~ . Each Lender exercising such rights shall notify the Agent thereof and ~~on account of~~ any amount received as a result of the ~~Obligations; except that no Lender shall~~ exercise ~~any such right without the prior written consent of 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~~ rights shall be ~~necessary to cause all~~ shared by Lenders ~~to share the amount so set off with each other Lender~~ in accordance with their ~~respective~~ Pro Rata Shares. Borrower ~~agrees, to the fullest extent permitted by law,~~ agrees that ~~any~~ (i) each Lender may exercise its right to set off with respect to amounts in excess of ~~its Pro Rata Share~~ such Lender's share of Borrower's Obligations and may sell Participations in such excess to other Lenders and (ii) any Lender so purchasing a Participation in the Loan made or other of Borrower's Obligations held by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such Participation as fully as if such Lender were a direct holder of the Loan and other of Borrower's Obligations ~~and upon doing so shall deliver~~ in the amount of such ~~amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares~~Participation.

Appears in 1 contract

Samples: Loan Agreement (Security Associates International Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender ~~exercising a~~ which has exercised its right to set off shall purchase for cash (and the other Lenders shall sell) ~~interests~~ participations in each of such other Lender's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) 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~~ may sell participations in such excess to other Lenders, and (b) any Lender so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 1 contract

Samples: Loan and Security Agreement (Skechers Usa Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under ~~applicable law~~ Applicable Law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ each Loan Party at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ such Loan Party (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply against and on account of any of the Obligations any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower~~ such Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ such Loan Party or any of its Subsidiaries), and (B) all other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ such Loan Party or any of its Subsidiaries; provided, ~~against and on account of any of the Obligations; except~~ that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’s Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. ~~Borrower~~ Each Loan Party 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any CoBank Equities held by Borrower without complying with this Subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Surewest Communications)

Set Off and Sharing of Payments. ~~In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during~~ Upon the ~~continuance~~ occurrence of any Event of ~~Default~~------------------------------- Default and in addition to and not in limitation of the rights of offset that any Lender may have under applicable law, and whether or not any Lender has made any demand or Borrowers' Obligations have matured, each Lender ~~is hereby authorized by Borrower~~ shall have the right, at any time or from time to ~~time~~time after the occurrence of such Event of Default, ~~with reasonably prompt subsequent~~ without notice to ~~Borrower (~~Borrowers or to any ~~prior or contemporaneous notice being hereby expressly waived)~~ other Person, to set off and to appropriate and apply to ~~apply~~ the payment of Borrowers' Obligations any and all ~~(A)~~ deposits, balances and other obligations held by such Lender ~~at any of its offices~~ for the account of ~~Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries)~~Borrowers, and ~~(B)~~ any other ~~property~~ Property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or~~ Borrowers. Each Lender exercising such rights shall notify the Agent thereof and any ~~of its Subsidiaries, against and on account of any~~ amount received as a result of the ~~Obligations; except that no Lender shall~~ exercise ~~any such right without the prior written consent of 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~~ rights shall be ~~necessary to cause all~~ shared by Lenders ~~to share the amount so set off with each other Lender~~ in accordance with their ~~respective~~ Pro Rata Shares. ~~Borrower agrees, to the fullest extent permitted by law,~~ Borrowers agree that ~~any~~ (i) each Lender may exercise its right to set off with respect to amounts in excess of ~~its Pro Rata Share~~ such Lender's share of Borrowers' Obligations and may sell Participations in such excess to other Lenders and (ii) any Lender so purchasing a Participation in the Loan made or other of Borrowers' Obligations held by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such Participation as fully as if such Lender were a direct holder of the Loan and other of Borrowers' Obligations ~~and upon doing so shall deliver~~ in the amount of such ~~amount so set off to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares~~Participation.

Appears in 1 contract

Samples: Loan Agreement (Red Robin Gourmet Burgers Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 ’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. ~~Borrower agrees~~Borrowers agree, 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.

Appears in 1 contract

Samples: Credit Agreement (Golfsmith International Holdings Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under ~~applicable law~~ Applicable Law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ each Loan Party at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ such Loan Party (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower~~ such Loan Party or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~such Loan Party), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ such Loan Party or any of its Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. ~~Borrower~~ Each Loan Party 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this Subsection 6.7.

Appears in 1 contract

Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers (any prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ such Borrowers or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. ~~Borrower agrees~~Borrowers agree, 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 1 contract

Samples: Loan and Security Agreement (Mfri Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice to Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (Ai) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ~~Pro Rata Share~~ pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 1 contract

Samples: Loan and Security Agreement (Bayou Steel Corp)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of Borrower ~~or any of its Subsidiaries~~ (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~Borrower), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Borrower, against and on account of any of the Obligations; except that no Lender ~~shall~~ will exercise any such right without the prior written consent of Agent. Any Lender exercising a its right to set off ~~shall~~ will purchase for cash (and the other Lenders ~~shall~~ will sell) interests in each of such other Lender's ’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. 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~~ will deliver such amount so set off to ~~the~~ Agent for the benefit of Agent and of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Arvinmeritor Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower or to a directly affected subsidiary (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the ~~Obligations~~Obligations which are not paid when due; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender ~~exercising a~~ which has exercised its right to set off shall purchase for cash (and the other Lenders shall sell) ~~interests~~ participations in each of such other Lender's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that (a) 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~~ may sell participations in such excess to other Lenders, and (b) any Lender so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 1 contract

Samples: Loan and Security Agreement (Rankin Automotive Group Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, and subject to the Interecreditor Agreement, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 ’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. 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.

Appears in 1 contract

Samples: Credit Agreement (Portola Packaging Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, ~~each~~ Agent, any Affiliate of Agent, any Lender and any Affiliate of any Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such ~~Lender~~ Person at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (B) other property at any time held or owing by such ~~Lender~~ Person to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any ~~Lender~~ Person 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. ~~Borrower agrees~~Borrowers agree, to the fullest extent permitted by law, that during the continuance of an Event of a Default Agent, any Affiliate of Agent, any Lender and any Affiliate of 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.

Appears in 1 contract

Samples: Credit Agreement (Atlantis Plastics Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, and subject to the Interecreditor Agreement and the requirements of the Interim Financing Order, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Administrative 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 ’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. 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~~ Agents for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Petition Credit Agreement (Portola Packaging Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 ’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~~Shares of the Obligations. ~~Borrower agrees~~Borrowers agree, 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~~Shares of the Obligations.

Appears in 1 contract

Samples: Credit and Security Agreement (Osullivan Industries Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, ~~each~~ Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by ~~such~~ Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by ~~such~~ Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall not exercise any such right without the prior written consent of ~~Agent~~Lender. ~~Any~~ Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by Lender to Borrower shall not affect the validity of such set off and application. 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~~ deliver the amount so set off ~~with each other~~ to the Lender for application as set forth in ~~accordance with their respective Pro Rata Shares~~Section 7.4 hereof. 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~~ 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~~Lender.

Appears in 1 contract

Samples: Loan Agreement (First Look Studios Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries)~~Borrowers, and (B) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Borrowers, against and on account of any of the Indebtedness or Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 Indebtedness or 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. ~~Borrower agrees~~Borrowers agree, 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 Indebtedness or 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.

Appears in 1 contract

Samples: Loan Agreement (Assisted Living Concepts Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or any of its Subsidiaries), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’s Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this sentence.

Appears in 1 contract

Samples: Credit Agreement

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. If a Non-Funding Lender or Impacted Lender receives any such payment as described in the previous sentence, such Lender shall turn over such payments to Agent up to such amount as would satisfy the cash collateral requirements set forth in Section 8.5(a)(ii). 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 ’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. ~~Borrower agrees~~Borrowers agree, 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.

Appears in 1 contract

Samples: Credit Agreement (Golfsmith International Holdings Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, and subject to the requirements of the Interim Financing Order, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Administrative 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 ’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. 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~~ Agents for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (Portola Packaging Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that any Lender ~~may~~ may, upon the occurrence and during the continuance of an Event of Default, 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~~ excess to the Agent for the benefit of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (RWBV Acquisition Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Restricted Subsidiaries (regardless of whether such balances are then due to Borrower or its Restricted Subsidiaries), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Restricted Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrower without complying with this sentence.

Appears in 1 contract

Samples: Credit Agreement (Us Unwired Inc)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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 ’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. ~~Borrower agrees~~Borrowers agree, 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.

Appears in 1 contract

Samples: Credit Agreement (Penhall International Corp)

Set Off and Sharing of Payments. (a) In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each US Lender is hereby authorized by each US Borrower at any time or from time to time, with reasonably prompt subsequent notice to US Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such US Lender at any of its offices for the account of any US Borrower or any of its Domestic Subsidiaries (regardless of whether such balances are then due to US Borrower or its Domestic Subsidiaries), and (B) other property at any time held or owing by such US Lender to or for the credit or for the account of any US Borrower or any of its Domestic Subsidiaries, against and on account of any of the US Obligations; except that no US Lender shall exercise any such right without the prior written consent of ~~Agent~~Requisite Lenders. Any US Lender exercising a right to set off shall purchase for cash (and the other US Lenders shall sell) interests in each of such other US Lender's ’s Pro Rata Share of the US Obligations as would be necessary to cause all US Lenders to share the amount so set off with each other US Lender in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~US Borrowers agree, to the fullest extent permitted by law, that any US Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the US Obligations and upon doing so shall deliver such amount so set off to ~~the~~ US Agent for the benefit of all US Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (RPP Capital Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under ~~applicable law~~ Applicable Law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries) (other than with respect to tax withholding accounts, payroll accounts or employee benefit accounts, provided that such accounts are used solely for the purpose of holding tax withholdings, payroll funds and employee benefit funds, respectively, and such payroll accounts are zero balance accounts), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of 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. 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.

Appears in 1 contract

Samples: Credit Agreement (RathGibson Inc)

Set Off and Sharing of Payments. In Subject to Section 8.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to any Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrower Representative shall not affect the validity of such set off and application. 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~Borrowers agree, 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (Vertis Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender and each holder of any Note and each of their respective Affiliates is hereby authorized ~~by Borrower~~ at any time or from time to time, ~~with reasonably prompt subsequent~~ without notice to ~~Borrower (~~any ~~prior~~ Loan Party or ~~contemporaneous~~ to any other Person, any such notice being hereby expressly waived) , to set off and to appropriate and to apply any and all ~~(A)~~ balances held by ~~such Lender~~ it at any of its offices for the account of the Borrower or any ~~of its Subsidiaries~~ Guarantor (regardless of whether such balances are then due to the Borrower or ~~its Subsidiaries),~~ such Guarantor) and ~~(B)~~ any other ~~property~~ properties or assets at any time held or owing by ~~such Lender~~ that Lender, that holder or that Affiliate to or for the credit or for the account of the Borrower or any ~~of its Subsidiaries,~~ Guarantor against and on account of any of the ~~Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent~~Obligations which are not paid when due. Any Lender or holder of any Note or any Affiliate of either exercising a right to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share of the Obligations shall purchase for cash (and the other Lenders or holders shall sell) ~~interests~~ such participations in each of such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender or holder to share the amount so set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares. ~~Borrower~~ Each Loan Party agrees, to the fullest extent permitted by law, that (a) any Lender or holder 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~~ may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holder so purchasing a participation in the ~~Agent for~~ Loans made or other Obligations held by other Lenders or holders may exercise all rights of set off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the ~~benefit~~ Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all ~~Lenders in accordance with their Pro Rata Shares~~or any portion of the set off amount or payment otherwise received is thereafter recovered from the Lender, holder or Affiliate that has exercised the right of set off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Appears in 1 contract

Samples: Loan and Security Agreement (Us Xchange LLC)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Great Lakes at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ Great Lakes (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower or any of its Subsidiaries~~ Great Lakes (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries~~Great Lakes), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~Great Lakes, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of ~~Agent~~each Agent and the Requisite Lenders. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Great Lakes shall not affect the validity of such set off and application. 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. ~~Borrower~~ Great Lakes 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 Administrative Agent for the benefit of all Lenders entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (Great Lakes Aviation LTD)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of ~~Default,~~ Default each Agent and each Lender is hereby authorized by each Borrower at any time or from time to time, with ~~reasonably prompt subsequent notice to Borrower (any~~ prior ~~or contemporaneous notice being hereby expressly waived)~~ written consent of Administrative Agent to set off and to appropriate and to apply any and all (Ai) balances held by such Agent or Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (Bii) other property at any time held or owing by such Agent or Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations~~; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each of such other Lender~~'s Pro Rata Share~~ ’s pro rata share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective ~~Pro Rata Shares~~Revolving Loan Percentages. Each 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~~ pro rata share of the Obligations and upon doing so shall deliver such ~~amount so set off~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with ~~their Pro Rata Shares~~the Revolving Loan Percentages.

Appears in 1 contract

Samples: Loan and Security Agreement (Anchor Lamina Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with reasonably prompt subsequent notice to such Borrower or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances (including, without limitation, all account balances, whether provisional or final and whether or not collected or available) held by such Lender at any of its offices for the account of such Borrower ~~or any of its Subsidiaries~~ (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries),~~ the Borrower) and (Bb) other property ~~at any time~~ held or owing by such Lender to or for the credit or for the account of ~~Borrower or any of its Subsidiaries~~such Borrower, against and on account of any of the ~~Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent~~Obligations which are not paid when due. 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. Each Borrower agrees, to the fullest extent permitted by law, that (x) 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~~ may sell participations in such excess to other Lenders, and (y) any Lender so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 1 contract

Samples: Loan and Security Agreement (Wastequip Inc)

Set Off and Sharing of Payments. In Subject to Section 8.2(q), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrower shall not affect the validity of such set off and application. 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (TNS Inc)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Loan Parties at any time or from time to time, with reasonably prompt subsequent notice to Borrower Representative or to any other Person (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender or such holder at any of its offices for the account of ~~Borrower or~~ any ~~of its Subsidiaries~~ Loan Party (regardless of whether such balances are then due to ~~Borrower or its Subsidiaries)~~such Loan Party, and (B) other property at any time held or owing by such Lender or such holder to or for the credit or for the account of ~~Borrower or~~ any ~~of its Subsidiaries,~~ Loan Party against and on account of any of the ~~Obligations~~Obligations which are not paid when due; except that no Lender or any such holder shall exercise any such right without the prior written consent of Agent. Any Lender ~~exercising a~~ which has exercised its right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the Obligations, purchase for cash (and the other Lenders or holders shall sell) ~~interests~~ participations in each of such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause ~~all Lenders~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender or holder in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~The Holding Parties and Borrowers agree, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and ~~upon doing~~ may sell participations in such excess to other Lenders and holders, and (b) any Lender or holder so ~~shall deliver~~ purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of Loans and other Obligations in the amount ~~so set off to the Agent for the benefit~~ of ~~all Lenders in accordance with their Pro Rata Shares~~such participation.

Appears in 1 contract

Samples: Loan and Security Agreement (Comforce Corp)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a its right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's ’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. 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 Agent and all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Beacon Roofing Supply Inc)

Set Off and Sharing of Payments. In (a) Subject to Section 8.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each US Lender is hereby authorized by ~~Borrower~~ US Borrowers at any time or from time to time, with reasonably prompt subsequent notice to US Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such US Lender at any of its offices for the account of any US Borrower or any of its Domestic Subsidiaries (regardless of whether such balances are then due to any US Borrower or its Domestic Subsidiaries), and (B) other property at any time held or owing by such US Lender to or for the credit or for the account of any US Borrower or any of its Domestic Subsidiaries, against and on account of any of the Obligations; except that no US Lender shall exercise any such right without the prior written consent of US Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such US Lender to US Borrower Representative shall not affect the validity of such set off and application. Any US Lender exercising a right to set off shall purchase for cash (and the other US Lenders shall sell) interests in each of such other US Lender's ’s Pro Rata Share of the US Obligations as would be necessary to cause all US Lenders to share the amount so set off with each other US Lender entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~US Borrowers agree, to the fullest extent permitted by law, that any US Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the US Obligations and upon doing so shall deliver such amount so set off to the US Agent for the benefit of all US Lenders entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (Exopack Holding Corp)

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ CT, on behalf of Borrowers (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of ~~Borrower~~ Borrowers or any of ~~its~~ their Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ Borrowers or ~~its~~ any of their Subsidiaries), and (B) except as provided in Subsection 8.2(J), other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ Borrowers or any of ~~its~~ their Subsidiaries, against and on account of any of the Obligations; ~~except~~ provided, that no Lender shall exercise any such right without the prior written consent of Administrative Agent. Any Lender exercising a right to set off ~~shall~~ shall, to the extent the amount of any such set off exceeds its Pro Rata Share of the amount set off, 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~~ such Lender to share ~~the amount so set off~~ such excess with each other Lender in accordance with their respective Pro Rata Shares. ~~Borrower agrees~~Borrowers agree, 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~~ excess to ~~the~~ Administrative Agent for the benefit of all Lenders in accordance with their Pro Rata Shares; provided, that CoBank may exercise its rights against any equity of CoBank held by Borrowers without complying with this sentence.

Appears in 1 contract

Samples: Credit Agreement (Ct Communications Inc /Nc)

Set Off and Sharing of Payments. In Subject to Section 9.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to Borrower shall not affect the validity of such set off and application. 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 ’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 entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. 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 entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Credit Agreement (Southwest Casino Corp)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Borrowers at any time or from time to time, with reasonably prompt subsequent notice to ~~Borrower~~ Borrowers (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender or any of its Affiliates at any of its offices for the account of any Borrower or any of its Subsidiaries (regardless of whether such balances are then due to a Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender or any of its Affiliates to or for the credit or for the account of any Borrower ~~or any of its Subsidiaries,~~ against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a its 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. ~~Borrower agrees~~Borrowers agree, 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 itself and of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Harborside Healthcare Corp)

Set Off and Sharing of Payments. 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 any Event of Default, each Lender is hereby authorized by ~~Borrower~~ Obligors at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of ~~Borrower~~ any Obligor or any of its Subsidiaries (regardless of whether such balances are then due to ~~Borrower~~ such Obligor or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of ~~Borrower~~ any Obligor or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a its 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. ~~Borrower agrees~~Obligors agree, 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 Agent and of all Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Beacon Roofing Supply Inc)

Set Off and Sharing of Payments. (A) 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 any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (Aa) balances held by such Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (Bb) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent~~. Any~~ ; provided that in the event that any Defaulting Lender ~~exercising a~~ shall exercise any such right to of setoff, (x) all amounts so set off shall ~~purchase~~ be paid over immediately to Agent 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 further application in accordance with ~~their respective Pro Rata Shares. Borrower agrees~~the provisions of Section 8A.3 and, ~~to the fullest extent permitted~~ pending such payment, shall be segregated by ~~law, that any~~ such Defaulting Lender ~~may exercise~~ from its ~~right to set off with respect to amounts~~ other funds and deemed held in ~~excess of its Pro Rata Share of the Obligations and upon doing so shall deliver such amount so set off to the Agent~~ trust for the benefit of ~~all Lenders~~ Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to Agent a statement describing in ~~accordance with their Pro Rata Shares~~reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Appears in 1 contract

Samples: Security Agreement (Cardlytics, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Banctec Inc)

Common use of Set Off and Sharing of Payments Clause in Contracts