Set-off Sharing. (a) In addition to any rights and remedies of Agent and any Lender provided by law, each Lender shall have a security interest in any and all deposits of Borrower (general or special, time or demand, provisional or final) at any time held by any Lender which security interest shall secure the Obligations. Upon the occurrence and during the continuance of an Event of Default, provided that it has first received the written consent of Agent, without prior notice to Borrower (any such notice being specifically waived by Borrower to the fullest extent permitted by applicable law), each Lender may set off and apply against any Obligations, whether matured or unmatured, of Borrower to such Lender, any amount owing from the Lender to Borrower. No Lender shall exercise any right of set-off it may have against any Borrower or any Guarantor in connection with the Obligations without the prior written consent of Agent. Each Lender promptly shall notify Borrower and Agent after any such setoff and application made by any such Lender; provided, that failure to give such notice -------- shall not affect the validity of such setoff and application.
(b) Each Lender agrees that:
(i) to the extent that it shall receive or shall have received or collected, in respect of any of the Obligations, any payment or distribution of any cash or other property of Borrower or any Guarantor at any time, including by payment or distribution from Borrower or any Guarantor, by exercise of any right of set-off or counterclaim, by liquidation of Collateral, as a distribution in a bankruptcy, insolvency, or similar proceeding or otherwise, and any such payment or distribution results in such Lender's receiving or having received more than it would otherwise be entitled to receive under this Agreement such Lender shall promptly deliver the same to Agent in cash or the form received (except for the endorsement or the assignment of or by such Lender where necessary), and Agent shall promptly distribute the same to all Lenders in the same manner as if it were a payment to be distributed pursuant to this Agreement, and until so delivered, the same shall be held in trust by such Lender as property of all Lenders; and
(ii) to the extent that any payment or other transfer made under this Agreement on account of the principal portion of any Obligations shall be recovered (a "Returned Payment") from any Lender pursuant to any preference, fraudulent transfer, or similar provision under any bankruptcy, i...
Set-off Sharing. Each Lender agrees with each other Lender a party hereto that in the event such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on or in respect of any Note or other Obligation outstanding under this Agreement in excess of its ratable share of payments on all Notes and other Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Notes or other Obligations held by each such other Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.
Set-off Sharing. All rights of set off existing under any Loan Document shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Agent and the Banks hereunder and (ii) the Obligations incurred by any of the Loan Parties in favor of any Bank which provides a Bank-Provided Interest Rate Hedge (the “IRH Provider”). The Agent shall be deemed to serve as the collateral agent (the “Collateral Agent”) for the IRH Provider and the Banks hereunder, provided that the Collateral Agent shall comply with the instructions and directions of the Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Banks to direct the Agent), as to all matters relating to the proceeds of the exercise of such set off rights. No IRH Provider (except in its capacity as a Bank hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of such proceeds.
Set-off Sharing. (a) Set-off. In addition to any rights and remedies of the Banks provided ------- by applicable law, if an Event of Default exists or the Loans have been accelerated, each Bank is authorized at any time and from time to time, without prior notice to the Company, any such notice being waived by the Company to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Bank to or for the credit or the account of the Company against any and all Obligations owing to such Bank, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Bank shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Bank agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Bank; provided, that the failure to give such notice shall not affect the validity of such set-off and application.
Set-off Sharing. Each Bank agrees with each other Bank a party hereto that in the event such Bank shall receive and retain any payment, whether by setoff or application of deposit balances or otherwise (other than pursuant to Section 2.7 or 11.11 hereof) on or in respect of its Notes in excess of its ratable share of payments on all Notes then outstanding to the Banks then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Notes held by each such other Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. Each Company acknowledges and agrees that the Banks shall have the right to set off amounts due it against any claims of such Company purchased by them from other Banks pursuant to this Section 11.6, such right to be in addition to and not in lieu of any rights of setoff to which they would otherwise be entitled to exercise.
Set-off Sharing. Each Bank agrees with each other Bank a party hereto that in the event such Bank shall receive and retain any payment, whether by setoff or application of deposit balances or otherwise ("Set-off"), on or in respect of any Note or Letter of Credit outstanding under this Agreement in excess of its ratable share of payments on all Notes then outstanding to the Banks (except for payments on or in respect of Bid Loans made on their due dates and prior to the occurrence of an Event of Default and reimbursements to the Agent of draws under Letters of Credit), then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Notes held by each such other Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.
Set-off Sharing. All rights of set off existing under any Loan Document shall secure ratably and on a pari passu basis the Obligations in favor of the Agent and the Banks hereunder. The Agent shall be deemed to serve as the collateral agent (the “Collateral Agent”) and the Banks hereunder, provided that the Collateral Agent shall comply with the instructions and directions of the Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Banks to direct the Agent), as to all matters relating to the proceeds of the exercise of such set off rights.
Set-off Sharing. Each Bank agrees with each other Bank a party hereto that in the event such Bank shall receive and retain any payment, whether by setoff or application of deposit balances or otherwise (other than pursuant to Section 10.11 hereof) on or in respect of its Notes or facility fees in excess of its ratable share of payments on all Notes and facility fee payments then outstanding to the Banks then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Notes or rights to payment of facility fees held by each such other Bank (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other
Set-off Sharing. Each Lender agrees with each other Lender a party hereto that in the event such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set-off"), on or in respect of any Note or other obligation outstanding under the Loan Documents in excess of the amount to which it is entitled under this Agreement, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Notes or other obligations held by each such other Lender (or interest therein) as shall be necessary to cause such payment to be shared in accord with Section 4.6 hereof; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest.
Set-off Sharing. Each Lender agrees with each other Lender a party hereto that in the event such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set-off"), on or in respect of any Note or other obligation outstanding under the Loan Documents in excess of the amount to which it is entitled under this Agreement, then such Lender shall purchase for cash at face value, but without recource, ratably from each of the other Lenders such amount of the Notes or other Obligations held by each such other Lender (or interest therein) as shall be necessary to cause such payment to be shared in accord with Section 3.6 hereof; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. Each Lender agrees that it will not exercise rights of set off without the consent of the Administrative Agent. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall be a contract between us for the purposes hereinabove set forth. Dated as of October 9, 1998. PIONEER RESOURCES, LLC By /s/ [illegible] ------------------------------------- Its ---------------------------------- UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE. Accepted and agreed to as of the day and year last above written. Revolving Credit Commitment: FIRST UNION NATIONAL BANK $11,666,666.68 Individually and as Administrative Agent and Letter of Credit Issuer By /s/ [illegible] -------------------------------------------- Its Vice President ----------------------------------------
