Common use of Set-Offs Clause in Contracts

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and Lenders holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the account of the Borrower against any obligations of the Borrower to such Lender now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender shall have made any demand for payment under this Agreement. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders under this subsection are in addition to any other rights and remedies which the Lenders may have.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and Lenders (ii) Banks holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Bank shall have made any demand for payment under this Agreement. Each Lender Bank agrees promptly to notify the Borrower after any such set-off and application made by such LenderBank; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders Banks under this subsection are in addition to any other rights and remedies which the Lenders Banks may have.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and Lenders (ii) Banks holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Bank shall have made any demand for payment under this Agreement. Each Lender Bank agrees promptly to notify the Borrower after any such set-off and application made by such LenderBank; provided PROVIDED that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders Banks under this subsection are in addition to any other rights and remedies which the Lenders Banks may have.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held, other than deposits held by the Borrower as fiduciary for other Persons, and other indebtedness at any time owing by such Lender Party to or for the account of the Borrower against any obligations of the Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the Borrower after any such set-off and application made by such LenderLender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders Lender Parties under this subsection are in addition to any other rights and remedies which the Lenders they may have.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Lenders holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the 765748.1 10/9/98 7:17p 64 account of the Borrower against any obligations of the Borrower to such Lender now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender shall have made any demand for payment under this Agreement. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders under this subsection are in addition to any other rights and remedies which the Lenders may have.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the each Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the such Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Party to or for the account of the such Borrower against any obligations of the such Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the relevant Borrower after any such set-off and application made by such LenderLender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders Lender Parties under this subsection are in addition to any other rights and remedies which the Lenders they may have.. 135

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Lenders holding more than 50% in aggregate unpaid principal amount Dollar Amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender is hereby authorized by the each Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the each Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the account of the such Borrower against any obligations of the such Borrower to such Lender now or hereafter existing under this Agreement, regardless irrespective of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether not such Lender shall have made any demand for payment under this Agreement. Each Lender agrees promptly to notify the relevant Borrower after any such set-off and application made by such Lender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders under this subsection are in addition to any other rights and remedies which the Lenders may have. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in any of its Loans, whether acquired pursuant to Section 10.06(b), subsection (b) of this Section or otherwise, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and Lenders (ii) Banks holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Bank is hereby authorized by the Borrower Amway Parties at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower Amway Parties (any such notice being expressly waived by the BorrowerAmway Parties), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Bank to or for the account of the a Borrower against any obligations of the Borrower Amway Parties to such Lender Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Bank shall have made any demand for payment under this Agreement. Each Lender Bank agrees promptly to notify the Borrower Amway Parties after any such set-off and application made by such LenderBank; provided that any failure to give such notice shall 56 62 not affect the validity of such setoff and application. The rights of the Lenders Banks under this subsection are in addition to any other rights and remedies which the Lenders Banks may have.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and Lenders (ii) Banks holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Bank to or for the account of the Borrower against any obligations of the Borrower to such Lender Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Bank shall have made any demand for payment under this Agreement. Each Lender Bank agrees promptly to notify the Borrower after any such set-off and application made by such LenderBank; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders Banks under this subsection are in addition to any other rights tights and remedies which the Lenders Banks may have.

Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) the requisite Lenders holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender Party is hereby authorized by the each Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the such Borrower (any such notice being expressly waived by the such Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Party to or for the account of the such Borrower against any obligations of the such Borrower to such Lender Party now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender Party shall have made any demand for payment under this Agreement. Each Lender Party agrees promptly to notify the relevant Borrower after any such set-off and application made by such LenderLender Party; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders Lender Parties under this subsection are in addition to any other rights and remedies which the Lenders they may have.