Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 23 contracts
Samples: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Hilton Worldwide Holdings Inc.)
Setoff. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of the Issuing Bank or any unpaid feesLender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each the Issuing Bank, a Lender, an Affiliate of its Subsidiaries) the Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held byor owing by the Administrative Agent, and other Indebtedness at any time owing bythe Issuing Bank, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent, the Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2, and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Bank and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 13 contracts
Samples: Credit Agreement (United Homes Group, Inc.), Credit Agreement (United Homes Group, Inc.), Fifth Amended and Restated Credit Agreement (LGI Homes, Inc.)
Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) at or other sums credited by or due from any time held byLender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender under the Loan Documents. Each of the Lenders agree with each other Lender that if such Lender shall receive from the Borrower or the Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and other Indebtedness at shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any time owing byamount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and its Affiliates arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or the Collateral Agent to or for the credit or the account otherwise as shall result in each Lender receiving in respect of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and Notes held by it its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (yb) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 12 contracts
Samples: Credit Agreement (Modiv Inc.), Credit Agreement (Condor Hospitality Trust, Inc.), Credit Agreement (Jernigan Capital, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrowers, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 12 contracts
Samples: Credit Agreement (Nielsen Holdings PLC), Credit Agreement (Nielsen Holdings N.V.), Credit Agreement (Nielsen CO B.V.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.
Appears in 12 contracts
Samples: Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Delta Tucker Holdings, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (other than escrow, payroll, xxxxx cash, trust and tax accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Holdings and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.
Appears in 11 contracts
Samples: Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Signify Health, Inc.)
Setoff. In addition to any Liens granted under the Loan Documents and any rights and remedies of the Lenders provided by Lawnow or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect any Affiliate of any unpaid fees, costs Lender is hereby authorized by the Borrower and expenses payable hereunder) is authorized each Qualified Borrower at any time and or from time to time, without prior notice to the Borrower, any Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured (but not including trust accounts)) at and any time held by, and other Indebtedness at any time held or owing by, by such Lender and or any of its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties Borrower or any Qualified Borrower against and their Subsidiaries against on account of the Obligations of the Borrower or any and all Obligations owing Qualified Borrower to such Lender or any of its Affiliates, including, but not limited to, all Loans and its Affiliates Letters of Credit and all claims of any nature or the Collateral Agent hereunder description arising out of or under any other Loan Document, now or hereafter existingin connection with this Agreement, irrespective of whether or not such Agent or (i) such Lender or Affiliate shall have made any demand under this Agreement hereunder or any (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other Loan Document amounts due hereunder to be due and although payable as permitted by Article XI and even though such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffunmatured. Each Lender agrees promptly that it shall not, without the express consent of the Requisite Lenders, and that it shall, to notify the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower and the Administrative Agent after or any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and Qualified Borrower now or hereafter maintained with such Lender may have. No amounts set off from or any Guarantor shall be applied to any Excluded Swap Obligations of such GuarantorAffiliate.
Appears in 11 contracts
Samples: Revolving Credit and Term Loan Agreement (Washington Prime Group, L.P.), Credit Agreement (Simon Property Group L P /De/), Revolving Credit and Term Loan Agreement (Washington Prime Group, L.P.)
Setoff. In addition to and without limiting any rights and remedies of the Lenders provided by Lawset-off that a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence and during the continuance of any Event of Defaultan Early Termination Date, each Lender and its Affiliates Dealer (and only Dealer) shall have the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, right to set off and apply any and all deposits (general obligation that it may have to Counterparty under this Confirmation, including without limitation any obligation to make any payment of cash or specialdelivery of Shares to Counterparty, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing obligation Counterparty may have to such Lender and its Affiliates or the Collateral Agent hereunder or Dealer under any other Loan Documentagreement between Dealer and Counterparty relating to Shares (each such contract or agreement, now a “Separate Agreement”), including without limitation any obligation to make a payment of cash or hereafter existing, irrespective a delivery of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement Shares or any other Loan Document and although property or securities. For this purpose, Dealer shall be entitled to convert any obligation (or the relevant portion of such Obligations may be contingent or unmatured or obligation) denominated in a one currency different from that into another currency at the rate of exchange at which it would be able to purchase the relevant amount of such currency, and to convert any obligation to deliver any non-cash property into an obligation to deliver cash in an amount calculated by reference to the market value of such property as of the applicable deposit or IndebtednessEarly Termination Date, as determined by the Calculation Agent in its sole discretion; provided that in the event case of a set-off of any obligation to release or deliver assets against any right to receive fungible assets, such obligation and right shall be set off in kind and; provided further that in determining the value of any Defaulting Lender obligation to deliver Shares, the value at any time of such obligation shall exercise be determined by reference to the market value of the Shares at such time, as determined in good faith by the Calculation Agent. If an obligation is unascertained at the time of any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agentset-off, the L/C IssuersCalculation Agent may in good faith estimate the amount or value of such obligation, in which case set-off will be effected in respect of that estimate, and the Lenders, and (y) the Defaulting Lender relevant party shall provide promptly account to the Administrative Agent a statement describing other party at the time such obligation or right is ascertained. For the avoidance of doubt and notwithstanding anything to the contrary provided in reasonable detail this Section 9(k), in the Obligations owing event of bankruptcy or liquidation of either Counterparty or Dealer neither party shall have the right to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made any obligation that it may have to the other party under the Transaction against any obligation such other party may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties hereto, by such Lender; provided that the failure to give such notice shall not affect the validity operation of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorlaw or otherwise.
Appears in 11 contracts
Samples: Call Option Transaction (Guidewire Software, Inc.), Call Option Transaction (Bloom Energy Corp), Base Call Option Transaction (Live Nation Entertainment, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) each Issuing Bank is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such Issuing Bank to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch Issuing Bank, irrespective of whether or not such Agent Lender or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 10 contracts
Samples: Credit Agreement (Superior Industries International Inc), First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Parent Borrower, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan DocumentFinancing Agreement, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document Financing Agreement and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 14.14 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.
Appears in 10 contracts
Samples: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, subject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any payroll, trust, or tax withholding accounts) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 10 contracts
Samples: Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Travel & Leisure Co.)
Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender Lender, each Issuing Bank, and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender, such Lender and its Affiliates Issuing Bank or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder such Issuing Bank or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency Lending Installation or Affiliate of such Lender or such Issuing Bank different from that of the applicable Lending Installation or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 9 contracts
Samples: Credit Agreement (Horton D R Inc /De/), Credit Agreement (Forestar Group Inc.), Credit Agreement (Horton D R Inc /De/)
Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender Lender, each LC Issuer, and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender, such Lender and its Affiliates LC Issuer or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrower against any and all Obligations owing of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder such LC Issuer or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, LC Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender or such LC Issuer different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C LC Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuer or their respective Affiliates may have. Each Lender and LC Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 9 contracts
Samples: Credit Agreement (Idaho Power Co), Credit Agreement (Idaho Power Co), Credit Agreement
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 9 contracts
Samples: Credit Agreement (Service Properties Trust), Credit Agreement (Service Properties Trust), Credit Agreement (Washington Real Estate Investment Trust)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the Borrowerany Borrower or any other Loan Party, any such notice being waived by the Borrower Borrowers (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 byto, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 9 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Setoff. In addition to any rights and remedies Regardless of the Lenders provided by Lawadequacy of any Collateral, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or specialspecific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) at or other sums credited by or due from any time held byLender to the Borrower or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender under the Loan Documents. Each of the Lenders agree with each other Lender that if such Lender shall receive from the Borrower or the Guarantors, whether by voluntary payment, exercise of the right of setoff, or otherwise, and other Indebtedness at shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any time owing byamount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and its Affiliates arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or the Collateral Agent to or for the credit or the account otherwise as shall result in each Lender receiving in respect of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and Notes held by it its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under proportionate payment as contemplated by this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessAgreement; provided that in if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 8 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerParent Borrower or any other Loan Party, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 8 contracts
Samples: Credit Agreement (Restaurant Brands International Inc.), Credit Agreement (Restaurant Brands International Limited Partnership), Credit Agreement (Restaurant Brands International Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect Subsidiary of the Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 7 contracts
Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its Affiliates (and the Collateral Agent, in respect each L/C Issuer and each of any unpaid fees, costs and expenses payable hereunder) its Affiliates is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such L/C Issuer or any such Affiliate to or for the credit or the account of the respective Parent Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Parent Borrower or such Loan Party now or hereafter existing under this Agreement or any other Credit Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch L/C Issuer, irrespective of whether or not such Agent Lender or such Lender or Affiliate L/C Issuer shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Parent Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or such L/C Issuer different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates and each L/C Issuer and each of its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates or such L/C Issuer or its Affiliates may have. Each Lender and each L/C Issuer agrees to promptly to notify the Parent Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights Notwithstanding anything to the contrary in this Section 10.09, none of the Administrative AgentLenders, L/C Issuers or their respective Affiliates may setoff and apply any deposits or other obligations owing by any Lender, L/C Issuer or any of their respective Affiliates to or for the credit of: (a) any Swiss Credit Party against any Obligations of the Parent Borrower, the Collateral Agent Guarantors or the Japanese Subsidiary Borrower and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights b) the Japanese Subsidiary Borrower against any Obligations of setoff) that the Administrative AgentParent Borrower, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such GuarantorGuarantors or the Swiss Loan Parties.
Appears in 7 contracts
Samples: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.)
Setoff. In addition to At any rights and remedies of the Lenders provided by Law, upon the occurrence and time during the continuance of any an Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect Issuing Bank, Lenders, and any of any unpaid feestheir Affiliates are authorized, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby Agent, Issuing Bank, such Lender and its Affiliates or the Collateral Agent such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries an Obligor against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent or Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent Issuing Bank, each Lender and each Lender such Affiliate under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Person may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 7 contracts
Samples: Loan and Security Agreement (P&f Industries Inc), Loan and Security Agreement (P&f Industries Inc), Loan and Security Agreement (P&f Industries Inc)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 6 contracts
Samples: Credit Agreement (Array Technologies, Inc.), Refinancing and Incremental Facility Amendment (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may havehave at Law. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations Obligation of such Guarantor.
Appears in 6 contracts
Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (Vivint Solar, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each Issuing Bank and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerLead Borrower or any other Loan Party, any such notice being waived by the Lead Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent Issuing Bank and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent Issuing Bank and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no Issuing Bank or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or the Issuing Bank or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect subsidiary of the Borrowers. Each Lender and Issuing Bank agrees promptly to notify the Lead Borrower and the Administrative Agent after any such set off and application made by such LenderLender or Issuing Bank, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender Issuing Bank under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender and the Issuing Bank may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 6 contracts
Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each any Issuing Bank, a Lender, an Affiliate of its Subsidiaries) any Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 6 contracts
Samples: Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.)
Setoff. In addition to any rights If a Default shall have occurred and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Defaultbe continuing, each Lender and each its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender and its Affiliates or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective Parent or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Parent or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and or its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingAffiliates, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Parent or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender Xxxxxx agrees promptly to notify the Borrower Representative and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 6 contracts
Samples: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such Guarantoran asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b).
Appears in 6 contracts
Samples: Credit Agreement (At Home Group Inc.), Credit Agreement (At Home Group Inc.), Credit Agreement (At Home Group Inc.)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Lenders provided by LawAdministrative Agent or any Lender, upon the occurrence and during the continuance of any Event of Defaulteach Participant, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each a Lender, an Affiliate of its Subsidiaries) a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 6 contracts
Samples: Term Loan Agreement (Diversified Healthcare Trust), Term Loan Agreement (Washington Real Estate Investment Trust), Term Loan Agreement (Senior Housing Properties Trust)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) each Issuing Bank is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such Issuing Bank to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch Issuing Bank, irrespective of whether or not such Agent Lender or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative AgentAgent (or to the extent related to the Priority Revolving Facility, the L/C IssuersPriority Revolving Agent), the Issuing Banks and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: Third Incremental Term Facility Amendment (Sabre Corp), Credit Agreement (Sabre Corp), Revolving Facility Refinancing Amendment (Sabre Corp)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Lenders provided Agent, each Lender and each Participant is hereby authorized by Lawthe Borrower, upon the occurrence and at any time or from time to time during the continuance of any an Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on case of a Lender or Participant subject to receipt of the prior written consent of the Agent exercised in its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawsole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Agent, such Lender and its Affiliates or any affiliate of the Collateral Agent or such Lender, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may obligations shall be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtednessunmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and Participant agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights application nor give rise to any claim against or liability of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantoror participant.
Appears in 5 contracts
Samples: Term Loan Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.), Credit Agreement (Kite Realty Group, L.P.)
Setoff. In addition The Borrower hereby grants to any rights the Administrative Agent and remedies each of the Lenders provided by Lawa continuing lien, security interest and right of setoff as security for all liabilities and obligations to the Administrative Agent and each Lender, whether now existing or hereafter arising, upon the occurrence and during the continuance of any Event of Defaultagainst all deposits, each Lender credits, collateral and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Documentproperty, now or hereafter existingin the possession, irrespective custody, safekeeping or control of whether or not such the Administrative Agent or such Lender or any Lender Affiliate shall and their successors and assigns or in transit to any of them. Regardless of the adequacy of any collateral, if any of the Obligations are due and payable and have made demand under not been paid, any deposits or other sums credited by or due from any of the Lenders to the Borrower and any securities or other property of the Borrower in the possession of such Lender may be applied to or set off by such Lender against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Lender. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than Indebtedness owed to such Lender evidenced by this Credit Agreement or any Notes held by such Lender or constituting Reimbursement Obligations owed to such Lender, such amount shall be applied ratably to such other Loan Document Indebtedness and although to the Indebtedness evidenced by this Credit Agreement and such Obligations may be contingent Notes or unmatured or denominated in a currency different such Reimbursement Obligations, and (b) if such Lender shall receive from that the Borrower, whether by voluntary payment, exercise of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement, the Notes (xif any) all amounts so set off held by, or constituting Reimbursement Obligations owed to, such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall be paid over immediately retain and apply to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit payment of the Administrative AgentObligations owed to, the L/C IssuersNote or Notes (if any) held by, or Reimbursement Obligations owed to, such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Obligations owed to, the Notes (if any) held by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and (y) arrangements with the Defaulting other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender shall provide promptly to the Administrative Agent a statement describing receiving in reasonable detail respect of the Obligations owing and Reimbursement Obligations owed to such Defaulting Lender it, its proportionate payment as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made contemplated by such Lenderthis Credit Agreement; provided that the failure to give such notice shall not affect the validity if all or any part of such setoff excess payment is thereafter recovered from such Lender, such disposition and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor arrangements shall be applied rescinded and the amount restored to any Excluded Swap Obligations the extent of such Guarantorrecovery, but without interest.
Appears in 5 contracts
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerCompany, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations (other than, with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) owing to such Lender and its Affiliates or the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, the Alternative L/C Issuers and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.
Appears in 5 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Extension Amendment (Liberty Latin America Ltd.)
Setoff. Each Borrower hereby grants each Lender a security interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available) of such Borrower with such Lender or any Affiliate of such Lender (the “Deposits”). In addition to to, and without limitation of, any rights and remedies of the Lenders provided by Lawunder applicable law, upon the occurrence and during the continuance of if any Borrower becomes insolvent, however evidenced, or any Event of DefaultDefault occurs, such Borrower authorizes each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off offset 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 Lender and its Affiliates or Deposits toward the Collateral Agent to or for the credit or the account payment of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan DocumentLender, now or hereafter existing, irrespective of whether or not such Agent the Obligations, or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessLenders; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersLC Issuer, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly With respect to notify the Foreign Borrowers such right of setoff is limited to its Foreign Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such GuarantorObligations.
Appears in 5 contracts
Samples: Credit Agreement (Polaris Inc.), Credit Agreement (Polaris Inc.), Credit Agreement (Polaris Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender, the Issuing Lender and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, the Issuing Lender or any such Lender and its Affiliates or the Collateral Agent Affiliate to or for the credit or the account of the respective any Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Borrower or such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingIssuing Lender, irrespective of whether or not such Agent or such Lender or Affiliate the Issuing Lender shall have made any demand under this Credit Agreement or any other Loan Document and although such Obligations obligations of such Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or the Issuing Lender different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 §6.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates under this §15 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees promptly to notify the Borrower Borrowers and the Administrative Applicable Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No Any amounts set off from any Guarantor pursuant to this §15 shall be applied distributed ratably in accordance with §31 among all of the Lenders by the Lender setting off such amount. If any Lender fails to share such setoff ratably, the Applicable Agent shall have the right to withhold such Lender’s share of any Excluded Swap Obligations Borrower’s payments until each of such Guarantorthe Lenders shall have, in the aggregate, received a pro rata repayment.
Appears in 5 contracts
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc), Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc), Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault exists and subject to the Intercreditor Agreement, Administrative Agent and each Lender and its Affiliates (and shall have the Collateral Agentright to set off against the Obligations under the Loan Documents, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) or other sums at any time held by, and other Indebtedness at any time credited by or owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such from Administrative Agent or such Lender to Borrower whether or Affiliate shall have made demand not the Obligations under this Agreement or any other the Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocuments are then due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, : (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 12.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, ; and (yb) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. To the extent that Borrower has accounts, which in the style thereof as reflected in Administrative Agent’s records are designated as royalty, joint interest owner or operator accounts, the foregoing right of setoff shall only extend to funds in such accounts which do not belong to, or otherwise arise from payments to Borrower for the account of, third-party royalty, joint interest owners, or operators, and any funds in such accounts improperly setoff shall be returned to Borrower upon presentation by Borrower of reasonable proof that such funds were being held for the account of such other Persons. Each Lender agrees promptly to notify the or Administrative Agent making such an offset and application shall give Borrower and other Lenders written notice of such offset and application promptly after effecting it. Subject to the Intercreditor Agreement, each amount set off shall be paid to Administrative Agent after any such for application to the Obligations under the Loan Documents in the order set off and application made by such Lender; provided that forth in Section 10.3. As further security for the failure Obligations, Borrower hereby grants to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 a security interest in all money, instruments, and other Property of Borrower now or hereafter held by Administrative Agent or such Lender, including, without limitation, Property held in safekeeping. In addition to Administrative Agent’s and each Lender’s right of setoff and as further security for the Obligations, Borrower hereby grants to Administrative Agent and each Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of Borrower now or hereafter on deposit with or held by Administrative Agent or such Lender and all other sums at any time credited by or owing from Administrative Agent or such Lender to Borrower. The rights and remedies of Administrative Agent and each Lender hereunder are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the which Administrative Agent, the Collateral Agent and or such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent or Revolver Agent, as applicable, after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent Revolver Agent, each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent Revolver Agent, such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)
Setoff. In addition to any rights and remedies now or hereafter granted under the Repurchase Documents, Requirements of the Lenders provided by LawLaw or otherwise, upon the occurrence and during the continuance of any Event of DefaultGuarantor, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party itself and each of its Subsidiaries) Affiliates (excluding in this Section 20 any Affiliate that is a Variable Interest Entity), hereby grants to the fullest extent permitted by applicable LawBuyer and each Indemnified Person, to set secure repayment of the Repurchase Obligations, a right of set-off upon any and apply all of the following: (i) monies, securities, collateral or other property of Guarantor and its respective Affiliates and any proceeds from the foregoing, now or hereafter held or received by Buyer, any Affiliate of Buyer or any Indemnified Person, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (ii) any and all deposits (general or general, specified, special, time or time, demand, provisional or final) and credits, claims or Indebtedness of Guarantor or any Affiliate Guarantor at any time existing, (iii) any obligation owed by Buyer or any Affiliate of Buyer to Guarantor or any Affiliate of Guarantor and (iv) any Repurchase Obligations or Indebtedness owed by Guarantor or any Affiliate of Guarantor and any Indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor or any Affiliate of Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Repurchase Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held byor owing by Buyer, and other Indebtedness at any time owing by, such Lender and its Affiliates Affiliate of Buyer or the Collateral Agent any Indemnified Person to or for the credit of Guarantor or any Affiliate of Guarantor, without prejudice to Buyer’s right to recover any deficiency. Each of Buyer, each Affiliate of Buyer and each Indemnified Person is hereby authorized upon any amount becoming due and payable by Guarantor or any Affiliate of Guarantor to Buyer or any Indemnified Person under the account Repurchase Documents, the Repurchase Obligations or otherwise or upon the occurrence of an Event of Default, without notice Guarantor or any Affiliate of Guarantor, any such notice being expressly waived by Guarantor and each Affiliate of Guarantor to the respective Loan Parties extent permitted by any Requirements of Law, to set-off, appropriate, apply and their Subsidiaries enforce such right of set-off against any and all Obligations items hereinabove referred to against any amounts owing to such Lender Buyer or any Indemnified Person by Guarantor or any Affiliate of Guarantor under the Repurchase Documents and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingRepurchase Obligations, irrespective of whether Buyer, any Affiliate of Buyer or not such Agent or such Lender or Affiliate any Indemnified Person shall have made any demand under this Agreement or the Repurchase Documents and regardless of any other Loan Document and although collateral securing such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuersamounts, and the Lenders, in all cases without waiver or prejudice of Buyer’s rights to recover any deficiency. Guarantor and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right all Affiliates of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied deemed directly indebted to any Excluded Swap Obligations Buyer and the other Indemnified Persons in the full amount of such Guarantorall amounts owing to Buyer and the other Indemnified Parties by Guarantor and all Affiliates of Guarantor under the Repurchase Documents and the Repurchase Obligations, and Buyer and the other Indemnified Persons shall be entitled to exercise the rights of set-off provided for above. ANY AND ALL RIGHTS TO REQUIRE BUYER OR OTHER INDEMNIFIED PERSONS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED ASSETS OR OTHER INDEMNIFIED PERSONS UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET-OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTOR AND EACH AFFILIATE OF GUARANTOR.
Appears in 5 contracts
Samples: Limited Guaranty Agreement (Altisource Residential Corp), Guaranty Agreement (Altisource Residential Corp), Guaranty Agreement (Altisource Residential Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerCompany or any other Loan Party, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that that, in the event that any Defaulting Lender shall exercise case of any such right deposits or other Indebtedness for the credit or the account of setoffany Foreign Subsidiary, (x) all amounts so such set off shall may only be paid over immediately to the Administrative Agent for further application in accordance with the provisions against any Obligations of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffForeign Subsidiaries. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall be applied to the assets of any Excluded Swap Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such Guarantoran asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).
Appears in 5 contracts
Samples: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii), Credit Agreement (Sungard Data Systems Inc), Credit Agreement (Readers Digest Association Inc)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.), Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.), Term Loan Credit Agreement (Prestige Brands Holdings, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: Credit Agreement (Freescale Semiconductor, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.)
Setoff. In addition to (and not in limitation of) any rights now or hereafter granted under Applicable Law to Administrative Agent, LC Issuer, any Lender, or, subject to the provisions of Section 14.1(d), any Participant, and remedies each subsequent holder of any of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party Obligations and each of its Subsidiariestheir respective Affiliates (collectively, for purposes of this Section, the “Setoff Parties”) is hereby authorized by each Credit Party to the fullest extent permitted by applicable Law, setoff and to set off appropriate and apply any and all deposits (general or special, time or demand, provisional including Debt evidenced by certificates of deposit, in each case whether matured or finalun-matured, but excluding (x) any amounts held by any Setoff Party in any escrow account and (y) without the prior consent of Administrative Agent, any Collection Account and any other Debt at any time held by, and other Indebtedness at or owing by any time owing by, such Lender and its Affiliates or the Collateral Agent Setoff Party to or for the credit or the account of any Credit Party, against the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingas provided in this Agreement, irrespective of whether (a) any demand for such Obligations has been made; (b) the Obligations have been accelerated as contemplated in Section 12.2; or not (c) such Agent Obligations are contingent or such Lender or Affiliate un-matured. Any sums obtained by any Setoff Party shall have made demand be subject to the application of payments to the Obligations as set forth in this Agreement. The rights granted to each Setoff Party under this Agreement section may be exercised at any time or from time to time, without notice to any Borrower or any other Loan Document Person, and although each Credit Party hereby waives any right it may have to such Obligations may be contingent or unmatured or denominated in a currency different from that of notice. In addition to the applicable deposit or Indebtedness; provided that foregoing, and notwithstanding any provision hereof to the contrary, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersLC Issuer, Swing Line Lender and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the each Borrower, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Lead Borrower and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.
Appears in 5 contracts
Samples: Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) each Issuing Bank is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such Issuing Bank to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch Issuing Bank, irrespective of whether or not such Agent Lender or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 5 contracts
Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerParent, any such notice being waived by the Borrower Parent (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.17(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Parent and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 10.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to Code unless such Subsidiary is not a direct or indirect subsidiary of the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffBorrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Pinnacle Foods Inc.), Amendment and Restatement Agreement (ASC Acquisition LLC), Credit Agreement (Pinnacle Foods Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates and each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 (in any currency) at any time owing by, such Agent and its Affiliates and such Lender and its Affiliates or Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates or such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or Agent, such Lender or such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in . Notwithstanding anything to the event that any Defaulting contrary contained herein, none of each Agent and its Affiliates and each Lender and its Affiliates shall exercise any such have a right of setoff, (x) all amounts so to set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated and apply any deposits held or other Indebtedness owing by such Defaulting Agent or its Affiliates and such Lender from or its other funds and deemed held in trust Affiliates, as the case may be, to or for the benefit credit or the account of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Foreign Holding Company. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral such Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Utz Brands, Inc.), Bridge Credit Agreement (Utz Brands, Inc.), First Lien Term Loan Credit Agreement (Collier Creek Holdings)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may havehave at Law. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations Obligation of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Vivint Smart Home, Inc.), Credit Agreement (APX Group Holdings, Inc.), Credit Agreement (APX Group Holdings, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all First Lien Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such First Lien Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the First Lien Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary of the Borrower or a Domestic Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the First Lien Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by the Borrower or a Domestic Subsidiary do not constitute such Guarantoran asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.03(b)(ii).
Appears in 4 contracts
Samples: First Lien Credit Agreement (GMS Inc.), First Lien Credit Agreement (GMS Inc.), First Lien Credit Agreement (GMS Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Credit Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesCredit Party) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Credit Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Credit Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Credit Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 14.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Refinancing Amendment (MRC Global Inc.), Refinancing Amendment and Successor Administrative Agent Agreement (MRC Global Inc.), Term Loan Credit Agreement (MRC Global Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to timetime after providing written notice to the Administrative Agent, without prior notice to the Parent Borrower, any such notice being waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) ), to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (PF2 SpinCo LLC), Credit Agreement (Change Healthcare Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from Notwithstanding anything to the contrary contained herein or in any Guarantor shall be applied other Loan Document, each Lender expressly waives its right of setoff pursuant to this Section 10.09 or any Excluded Swap Obligations other provision of such Guarantorany Loan Document with respect to deposit accounts in which have been deposited payments received under Medicare, Medicaid, TRICARE and other health care programs of the United States or any state (including the District of Columbia) thereof and any agency or other Governmental Authority thereof.
Appears in 4 contracts
Samples: Revolving Credit Agreement (IASIS Healthcare LLC), Revolving Credit Agreement (IASIS Healthcare LLC), Credit Agreement (IASIS Healthcare LLC)
Setoff. In addition Borrower hereby grants to Agent and each Lender a right of setoff with respect to any rights and remedies of or all Obligations owed to Agent and/or Lenders, whether now existing or hereafter arising under this Credit Agreement or the Lenders provided by Lawother Loan Documents, upon and against all deposits, credits, and property owed by Borrower (and not subject to the occurrence and during the continuance rights of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan DocumentPerson), now or hereafter existingin the possession, irrespective custody, safekeeping or control of whether or not such Agent or any such Lender. Regardless of the adequacy of any collateral (if any) that may then exist for the Obligations, any deposits or other sums credited by or due from Agent or any such Lender solely to Borrower may be applied to or Affiliate shall have made demand under this Agreement set off against any principal, interest and any other amounts due from Borrower to Agent or any other such Lender under the Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoffDocuments. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL (IF ANY) THAT SECURES THE LOANS, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The sharing provisions of Section 2.17 and, pending such payment, 4.3 of this Credit Agreement shall be segregated apply to any payments or other proceeds received by such Defaulting a Lender from pursuant to its other funds and deemed held in trust for the benefit exercise of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such foregoing setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorrights.
Appears in 4 contracts
Samples: Revolving Credit Agreement (MCG Capital Corp), Revolving Credit Agreement (MCG Capital Corp), Revolving Credit Agreement (MCG Capital Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 byto, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Vine Resources Inc.), Term Loan B Credit Agreement (Vine Resources Inc.), Term Loan B Credit Agreement (Vine Resources Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) each Issuing Bank is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such Issuing Bank to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch Issuing Bank, irrespective of whether or not such Agent Lender or such Lender or Affiliate Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerCompany or any other Loan Party, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that that, in the event that any Defaulting Lender shall exercise case of any such right deposits or other Indebtedness for the credit or the account of setoffany Foreign Subsidiary, (x) all amounts so such set off shall may only be paid over immediately to the Administrative Agent for further application in accordance with the provisions against any Obligations of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffForeign Subsidiaries. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall be applied to the assets of any Excluded Swap Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such Guarantoran asset and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligation to make any mandatory prepayment pursuant to Section 2.05(b)(ii).
Appears in 4 contracts
Samples: Credit Agreement (Sungard Data Systems Inc), Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Capital Corp Ii)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Administrative Agent and the Collateral AgentAgent and their respective Affiliates, in respect of any unpaid fees, costs and expenses payable to it hereunder) is authorized at any time and from time to time, without prior notice to Holdings, the BorrowerBorrower or any other Loan Party, any such notice being waived by Holdings, the Borrower and each other Loan Party (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral such Agent or its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries (but excluding amounts held in payroll, employee benefits, tax, and other fiduciary or trust accounts) against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agents and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent and the Collateral Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.), Credit Agreement
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect any Issuing Bank or any Lender, and each Participant (but not Affiliates of any unpaid feesa Participant), costs and expenses payable hereunder) is authorized at any time and or from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly and the Issuing Banks agree to make reasonable efforts to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co)
Setoff. In addition to any rights Each Grantor hereby irrevocably authorizes the Collateral Agent and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to timetime pursuant to Section 9.06 of the Credit Agreement, without prior notice to the Borrowersuch Grantor or any other Grantor, any such notice being expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable LawGrantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) ), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by, and other Indebtedness at any time or owing byby the Collateral Agent, such Lender and its Affiliates or the Collateral Agent any such Affiliate to or for the credit or the account of such Grantor, or any part thereof in such amounts as the respective Loan Parties and their Subsidiaries against any and all Obligations owing to Collateral Agent, such Lender or any such Affiliate may elect, against and its Affiliates or on account of the obligations and liabilities of such Grantor to the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender hereunder and claims of every nature and description of the Collateral Agent or Affiliate shall have made demand such Lender against such Grantor, in any currency, whether arising hereunder, under this Agreement or the Credit Agreement, any other Loan Document or otherwise, as the Collateral Agent or such Lender may elect, whether or not the Collateral Agent or any Lender has made any demand for payment and although such Obligations obligations, liabilities and claims may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative unmatured. The Collateral Agent, the L/C Issuers, each Lender and the Lenders, and (y) the Defaulting Lender relevant Affiliate shall provide notify such Grantor promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and the application made by the Collateral Agent, such LenderLender or such Affiliate of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Collateral Agent, the Collateral Agent and each Lender and their respective Affiliates under this Section 10.09 7.07 are in addition to other rights and remedies (including including, without limitation, other rights of setoffset off) that which the Administrative Collateral Agent, the Collateral Agent and such Lender or any such Affiliate may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: First Lien Collateral Agreement (Global Geophysical Services Inc), Second Lien Collateral Agreement (Global Geophysical Services Inc), First Lien Collateral Agreement (Global Geophysical Services Inc)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrowers, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations (other than, with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) owing to such Lender and its Affiliates or the Collateral Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, the Alternative L/C Issuers and the Lenders, and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorhave at Law.
Appears in 4 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, subject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its the Subsidiaries) to the fullest extent permitted by applicable Law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any payroll, trust, or tax withholding accounts) at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to setoff and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off setoff and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Lenders provided by LawAdministrative Agent or any Lender, upon the occurrence and during the continuance of any Event of Defaulteach Participant, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on case of a Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawreasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Term Loan Agreement (Broadstone Net Lease, Inc.), Term Loan Agreement (Broadstone Net Lease Inc), Term Loan Agreement (Broadstone Net Lease Inc)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower Holdings (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party and other than payroll or trust fund accounts, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or other Secured Document (as defined in the Security Agreement)), now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document (or other Secured Document (as defined in the Security Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: First Lien Credit Agreement (V2X, Inc.), Second Lien Credit Agreement (V2X, Inc.), First Lien Credit Agreement (V2X, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, the L/C Issuer and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, the L/C Issuer or any such Lender and its Affiliates or the Collateral Agent Affiliate to or for the credit or the account of the respective Borrowers or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder L/C Issuer or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrowers or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender or the L/C Issuer different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Delinquent Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 §2.12 and, pending such payment, shall be segregated by such Defaulting Delinquent Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuer and the Lenders, and (y) the Defaulting Delinquent Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Delinquent Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights Notwithstanding the above, all proceeds of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied administered pursuant to any Excluded Swap Obligations of such Guarantorthe Intercreditor Agreement.
Appears in 4 contracts
Samples: Revolving Credit Agreement (CAI International, Inc.), Term Loan Agreement (CAI International, Inc.), Revolving Credit Agreement (CAI International, Inc.)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of the Lenders provided by Law, upon the occurrence and during the continuance limitation of any Event of Defaultsuch rights, the Administrative Agent, each Lender Lender, each Issuing Bank and its Affiliates (and each Participant is hereby authorized by the Collateral AgentCompany, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the Parent, any Borrower, any other Loan Party or any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf case of a Lender, an Issuing Bank or a Participant subject to receipt of the prior written consent of the Administrative Agent and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable LawRequisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, such Participant or any Affiliate of the Collateral Agent Administrative Agent, such Issuing Bank or such Lender, to or for the credit or the account of any Borrower or any Subsidiary Guarantor against and on account of any of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly Promptly following any such set-off, the Administrative Agent shall use commercially reasonable efforts to notify the Borrower Company thereof and of the Administrative Agent after any application of such set off and application made by such Lender; set-off, provided that the failure to give such notice shall not affect invalidate such set-off or the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantorapplication thereof.
Appears in 4 contracts
Samples: Credit Agreement (Park Hotels & Resorts Inc.), Credit Agreement (Park Hotels & Resorts Inc.), Credit Agreement (Park Hotels & Resorts Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 10.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Avanos Medical, Inc.), Credit Agreement (Halyard Health, Inc.), Credit Agreement (Halyard Health, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent any such Affiliate to or for the credit or the account of the respective Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing to of the obligations of the Borrower or such Lender and its Affiliates Loan Party now or the Collateral Agent hereunder hereafter existing under this Agreement or under any other Loan Document, now or hereafter existingDocument to such Lender, irrespective of whether or not such Agent or such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 Sections 2.15 and 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or the Issuing Bank or Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; provided application, provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Impax Laboratories Inc), Credit Agreement (Impax Laboratories Inc), Credit Agreement (Press Ganey Holdings, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative Agent for further application in accordance with the provisions of Section 2.17 andcontrary contained herein, pending such payment, shall be segregated by such Defaulting no Lender from or its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the no L/C IssuersIssuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, and as the Lenderscase may be, and (yto or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Defaulting Lender shall provide promptly to the Administrative Agent Code unless such Subsidiary is not a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right direct or indirect subsidiary of setoffHoldings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 4 contracts
Samples: Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Biolectron, Inc.)
Setoff. In addition to (a) At any rights and remedies of the Lenders provided by Law, upon the occurrence and time during the continuance of any an Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect Issuing Bank, Lenders, and any of any unpaid feestheir Affiliates are authorized, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby Agent, Issuing Bank, such Lender and its Affiliates or the Collateral Agent such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries a Credit Party against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent or Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in are owed to a currency branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent Issuing Bank, each Lender and each Lender such Affiliate under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Person may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
(b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH LENDER EXPRESSLY WAIVES ITS RIGHT OF SET-OFF (AND ANY SIMILAR RIGHT INCLUDING BANKERS’ LIENS) WITH RESPECT TO ANY ACCOUNTS, INCLUDING DEPOSIT ACCOUNTS, INTO WHICH MEDICARE, MEDICAID AND OTHER GOVERNMENT RECEIVABLES ARE DEPOSITED.
Appears in 4 contracts
Samples: Loan Agreement (Capella Healthcare, Inc.), Loan and Security Agreement (Capella Healthcare, Inc.), Loan and Security Agreement (Lawton Surgery Investment Company, LLC)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault has occurred and is continuing, Administrative Agent and each Lender and its Affiliates (and shall have the Collateral Agentright to set off against the Obligations under the Loan Documents, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrowerany Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) or other sums at any time held by, and other Indebtedness at any time credited by or owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such from Administrative Agent or such Lender to such Loan Party whether or Affiliate shall have made demand not the Obligations under this Agreement or any other the Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocuments are then due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, : (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 11.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, ; and (yb) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly amount set off shall be paid to notify the Borrower and the Administrative Agent after any such for application to the Obligations under the Loan Documents in the order set off and application made by such Lender; provided that forth in Section 9.3. As further security for the failure Obligations, each Loan Party hereby grants to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 a security interest in all money, instruments, and other Property of such Loan Party, as applicable, now or hereafter held by Administrative Agent or such Lender, including, without limitation, Property held in safekeeping. In addition to Administrative Agent’s and each Xxxxxx’s right of setoff and as further security for the Obligations, each Loan Party hereby grants to Administrative Agent and each Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of such Loan Party now or hereafter on deposit with or held by Administrative Agent or such Lender and all other sums at any time credited by or owing from Administrative Agent or such Lender to such Loan Party. The rights and remedies of Administrative Agent and each Lender hereunder are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the which Administrative Agent, the Collateral Agent and or such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (PROS Holdings, Inc.), Credit Agreement (Cryo Cell International Inc)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of the Issuing Bank or any unpaid feesLender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on case of the Issuing Bank, a Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawreasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held byor owing by the Administrative Agent, and other Indebtedness at any time owing bythe Issuing Bank, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent, the Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Bank and the Lenders, Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Broadstone Net Lease, Inc.), Credit Agreement (Broadstone Net Lease Inc), Credit Agreement (Broadstone Net Lease Inc)
Setoff. In addition to any Each Borrower agrees that the Administrative Agent and each Lender have all rights of setoff and remedies of the Lenders bankers’ lien provided by Lawapplicable law, upon the occurrence and during the continuance of in addition thereto, each Borrower agrees that at any time any Event of DefaultDefault exists, the Administrative Agent and each Lender and its Affiliates (and the Collateral Agentmay apply all balances, in respect credits, deposits, accounts or moneys of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to Borrower then or thereafter with the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Administrative Agent or such Lender to the payment of any Obligations of such Borrower (or, subject to the limitations on joint and several liability set forth in Section 2.7(c), to the Obligations of another Borrower) hereunder, whether or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided not then due, provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Lenders and the other Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Issuing Lender and each other Lender and their respective Affiliates and branches under this Section are in addition to other rights and remedies (including other rights of setoff) that such Issuing Lender, such Lender or their respective Affiliates and branches may have. Each Issuing Lender and each other Lender agrees promptly to notify the Borrower applicable Borrowers and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (MIDDLEBY Corp), Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower Holdings (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party and other than payroll or trust fund accounts, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or the Security Agreement), now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document (or the Security Agreement) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.), Second Lien Credit Agreement (ZoomInfo Technologies Inc.), First Lien Credit Agreement (ZoomInfo Technologies Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of DefaultEach Borrower agrees that Agent, each Lender and its Affiliates the Issuing Bank has all rights of setoff and banker's lien provided by applicable law and, in addition thereto, each Borrower agrees that (in addition to Agent's rights with respect to proceeds of Collateral) at any time (a) any amount owing by it under this Agreement or any other Financing Agreement is then due or (b) any Default exists, Agent, each Lender and the Collateral Issuing Bank may apply to the payment of the Liabilities, any and all balances, credits, deposits, accounts or moneys of such Borrower then or thereafter with the Agent, such Lenders or Issuing Bank. Without limitation of the foregoing and in addition to Agent's rights with respect to the proceeds of any unpaid feesthe Collateral, costs each Borrower agrees that upon and expenses payable hereunder) after the occurrence of a Default, Agent, each Lender and the Issuing Bank and each of their respective branches and offices is authorized hereby authorized, at any time and from time to time, without prior notice notice, (i) to setoff against, and to appropriate and apply to the Borrowerpayment of, the Liabilities (whether matured or unmatured, fixed or contingent or liquidated or unliquidated) any and all amounts owing by Agent, any such notice being waived by the Lender or Issuing Bank or any such office or branch to such Borrower (on its own behalf and on behalf whether matured or unmatured, and, in the case of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawdeposits, to set off and apply any and all deposits (whether general or special, time or demanddemand and however evidenced) and (ii) pending any such action, provisional or final) at to the extent necessary, to hold such amounts as collateral to secure such Liabilities and to return as unpaid for insufficient funds any time held by, and all checks and other Indebtedness at items drawn against any time owing bydeposits so held as Agent, such Lender or Issuing Bank may elect in its sole discretion. Each Lender or Issuing Bank exercising such rights shall notify Agent thereof and its Affiliates or the Collateral Agent to or for the credit or the account any amount received as a result of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to exercise of such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off rights shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative reallocated among Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing Issuing Bank as set forth in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such GuarantorSubsection 2.13 hereof.
Appears in 3 contracts
Samples: Loan and Security Agreement (Abc Rail Products Corp), Loan and Security Agreement (Abc Rail Products Corp), Loan and Security Agreement (Abc Rail Products Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and each of its Affiliates (and the Collateral Agent, in respect each L/C Issuer and each of any unpaid fees, costs and expenses payable hereunder) its Affiliates is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such L/C Issuer or any such Affiliate to or for the credit or the account of the respective Parent Borrower or any other Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of the Parent Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingsuch L/C Issuer, irrespective of whether or not such Agent Lender or such Lender or Affiliate L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such Obligations obligations of the Parent Borrower or such Loan Party may be contingent or unmatured or denominated in are owed to a currency branch or office of such Lender or such L/C Issuer different from that of the applicable branch or office holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates and each L/C Issuer and each of its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates or such L/C Issuer or its Affiliates may have. Each Lender and each L/C Issuer agrees to promptly to notify the Parent Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Aptalis Holdings Inc.), Credit Agreement (Par Pharmacuetical, Inc.), Credit Agreement (Par Pharmacuetical, Inc.)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of DefaultAdministrative Agent, each Lender Issuing Bank or any Lender, and its Affiliates (and the Collateral Agenteach Participant, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2., and although such Obligations may shall be contingent or unmatured or denominated in a currency different from that unmatured. Promptly following any such set-off the Administrative Agent shall notify the Borrower thereof and of the applicable deposit or Indebtedness; application of such set-off, provided that the failure to give such notice shall not invalidate such set-off. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Government Properties Income Trust), Credit Agreement (Select Income REIT), Credit Agreement (Government Properties Income Trust)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the BorrowerBorrowers or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or other Secured Agreement (as defined in the Security Agreement)), now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document (or other Secured Agreement (as defined in the Security Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Controlled Foreign Subsidiary or FSHCO constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the Obligations of the Borrowers, it being understood that (a) the Equity Interests of any Controlled Foreign Subsidiary or FSHCO does constitute such Guarantoran asset, and may be pledged, to the extent set forth in Section 6.12 and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).
Appears in 3 contracts
Samples: Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, time without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Abacus Life, Inc.), Credit Agreement (DHX Media Ltd.), Credit Agreement (Keyw Holding Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) ), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such Guarantoran asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).
Appears in 3 contracts
Samples: Credit Agreement (Tribune Media Co), Credit Agreement (Chicagoland Television News, LLC), Credit Agreement (Tribune Media Co)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 11.2., and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (excluding any such deposits held in payroll, trust or Tax withholding accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Code unless such Subsidiary is not a direct or indirect Subsidiary of the Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.)
Setoff. In addition to any rights and remedies Liens granted under any of the Lenders provided by Loan Documents and any rights now or hereafter available under Applicable Law, upon the occurrence Agent and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect each of any unpaid fees, costs and expenses payable hereundertheir respective Affiliates) is hereby authorized by Borrowers at any time and from time to timethat an Event of Default exists, without prior notice to the Borrower, Borrowers or any other Person (any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiarieshereby expressly waived) to the fullest extent permitted by applicable Law, to set off and to appropriate and to apply any and all deposits (deposits, general or special, time special (including Debt evidenced by certificates of deposit whether matured or demand, provisional or finalunmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time or owing byby Agent, such Lender and its or any of their Affiliates or the Collateral Agent to or for the credit or the account of any Borrower against and on account of the respective Obligations of Borrowers arising under the Loan Parties Documents to Agent, such Lender or any of their Affiliates, including all Loans and their Subsidiaries against any Letter of Credit Outstandings and all Obligations owing to such Lender and its Affiliates claims of any nature or the Collateral Agent hereunder description arising out of or under any other Loan Document, now or hereafter existingin connection with this Agreement, irrespective of whether or not such (i) Agent or such Lender or Affiliate shall have made any demand under hereunder, (ii) Agent, at the request or with the consent of the Required Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement or any other Loan Document and although even though such Obligations may be contingent or unmatured or denominated in a currency different from (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Required Lenders, and that it shall (y) the Defaulting Lender shall provide promptly to the Administrative extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Borrower shall have a claim or cause of action against Agent a statement describing in reasonable detail or any Lender for any setoff made without the Obligations owing to such Defaulting Lender as to which it exercised such right consent of setoff. Each Lender agrees promptly to notify the Borrower Required Lenders and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of any such setoff and applicationshall not be impaired by the absence of such consent. The rights If any party (or its Affiliate) exercises the right of the Administrative Agentsetoff provided for hereunder, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor party shall be applied obligated to share any Excluded Swap Obligations of such Guarantorsetoff in the manner and to the extent required by Section 12.5.
Appears in 3 contracts
Samples: Loan and Security Agreement (Standard Register Co), Loan and Security Agreement (Standard Register Co), Loan and Security Agreement (Standard Register Co)
Setoff. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Lenders provided by LawAdministrative Agent or any Lender, upon the occurrence and during the continuance of any Event of Defaulteach Participant, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each a Lender, an Affiliate of its Subsidiaries) a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Lender, any Affiliate of the Administrative Agent or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any of the Obligations then due and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingpayable, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that all of the applicable deposit Loan and all other Obligations have been declared to be, or Indebtedness; provided that have otherwise become, due and payable as permitted by Section 11.2. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Loan Agreement (Equity One, Inc.), Loan Agreement (Equity One, Inc.), Loan Agreement (Equity One, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower Company (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower Company and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender and its Affiliates each Issuing Bank (and the Collateral Agent, in respect each of any unpaid fees, costs and expenses payable hereundertheir respective Affiliates) is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing by, by such Lender and its Affiliates or the Collateral Agent such Issuing Bank (or their respective Affiliates) to or for the credit or the account of the respective any Loan Parties and their Subsidiaries Party against any and all Obligations owing of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender and its Affiliates or the Collateral Agent hereunder such Issuing Bank (or under any other Loan Document, now or hereafter existingtheir respective Affiliates), irrespective of whether or not such Agent Lender or such Lender Issuing Bank (or Affiliate their respective Affiliates) shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocument; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuing Banks, and the LendersLenders (and each of their respective Affiliates), and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank (and each of their respective Affiliates) under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank (or each of their respective Affiliates) may have. Each Lender and each Issuing Bank (and each of their respective Affiliates) agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lender; application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates, such Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, such Lender, such L/C Issuer or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative contrary contained herein, none of each Agent for further application in accordance with the provisions of Section 2.17 andand its Affiliates, pending such payment, shall be segregated by such Defaulting each Lender from and its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the each L/C IssuersIssuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, and such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the Lenderscase may be, and (y) to or for the Defaulting Lender shall provide promptly to credit or the Administrative Agent account of any Subsidiary of a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such LenderLender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative each Agent, the Collateral Agent each Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative such Agent, the Collateral Agent such Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.)
Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and remedies not by way of the Lenders provided by Lawlimitation of any such rights, upon the occurrence and during the continuance of any an Event of Default, the Administrative Agent and each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and or from time to time, without prior presentment, demand, protest or other notice of any kind to the Borrowerany Grantor, any such notice being hereby expressly waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) Grantor to the fullest extent permitted by applicable Lawlaw, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at and any time held by, and other Indebtedness at any time held or owing by, by the Administrative Agent or such Lender (including, without limitation, by branches and its Affiliates agencies of the Administrative Agent or the Collateral Agent such Lender wherever located) to or for the credit or the account of any Grantor against and on account of the respective Loan Parties Obligations of such Grantor then due and their Subsidiaries against any and all Obligations owing payable to the Administrative Agent or such Lender and its Affiliates or the Collateral Agent hereunder under this Agreement or under any of the other Loan Credit Documents, including, without limitation, all interests in Obligations of the Borrower purchased by such Lender pursuant to Section 12.4(b) of the Credit Agreement, and all other claims of any nature or description then due and payable arising out of or connected with this Agreement or any other Credit Document, now or hereafter existing, irrespective of whether or not such the Administrative Agent or such Lender or Affiliate shall have made any demand under this Agreement hereunder and although said deposits or Indebtedness owing by the Administrative Agent or such Lender, or any other Loan Document and although such Obligations may of them, shall be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting unmatured. The Administrative Agent and each Lender shall exercise notify such Grantor promptly of any such right of setoff, (x) all amounts so set off shall be paid over immediately to setoff and the application made by the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending or such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agentproceeds thereof, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 8.6 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that which the Administrative Agent, the Collateral Agent and or such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Air Transport Services Group, Inc.), Guarantee and Collateral Agreement (Air Transport Services Group, Inc.), Guarantee and Collateral Agreement (Air Transport Services Group, Inc.)
Setoff. (a) In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and its their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable 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 Agent, such Lender and its or their respective Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender and its or their respective Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting recovery by any Agent, any Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately or their respective Affiliates pursuant to the Administrative Agent for further application in accordance with its setoff rights under this Section 10.09 is subject to the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff8.03. Each Lender agrees promptly to notify the Borrower and the Administrative each Agent after any such set off and application made by such Lender; provided that that, the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral such Agent and such Lender may have.
(b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA OR IN NEVADA, NO LENDER OR AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY SECTION 10.01 OF THIS AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, SECTION 40.430 OF THE NEVADA REVISED STATUTES OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such GuarantorTHIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.
Appears in 3 contracts
Samples: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, the L/C Issuer and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without after obtaining the prior notice to written consent of the BorrowerAdministrative Agent, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, the L/C Issuer or any such Lender and its Affiliates or the Collateral Agent Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Guarantor against any and all Obligations owing to of the obligations of such Lender and its Affiliates Guarantor now or the Collateral Agent hereunder hereafter existing under this Guaranty or under any other Loan DocumentDocument to such Lender, now the L/C Issuer or hereafter existingany such L/C Issuer or Lender’s Affiliate, irrespective of whether or not such Agent or such Lender Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement Guaranty or any other Loan Document and although such Obligations obligations of such Guarantor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and the LendersIssuer, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Guaranty (McGrath Rentcorp), Guaranty (McGrath Rentcorp), Guaranty (McGrath Rentcorp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the BorrowerBorrowers or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or other Secured Agreement (as defined in the Security Agreement)), now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document (or other Secured Agreement (as defined in the Security Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Controlled Foreign Subsidiary or FSHCO constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the Obligations of the U.S. Borrower, it being understood that (a) the Equity Interests of any Controlled Foreign Subsidiary or FSHCO that is directly owned by the U.S. Borrower or a Domestic Subsidiary does constitute such Guarantoran asset, and may be pledged, to the extent set forth in Section 6.12 and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).
Appears in 3 contracts
Samples: Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.)
Setoff. In Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, each of the Lenders provided by Law, upon Parent and the occurrence and during Borrower hereby authorizes the continuance of any Event of DefaultAdministrative Agent, each Lender and its Affiliates (and Issuing Bank, each Lender, each Affiliate of the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerParent or the Borrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any of the Obligations then due and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingpayable, irrespective of whether or not such Agent any or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that all of the applicable deposit Loans and all other Obligations have been declared to be, or Indebtedness; provided that have otherwise become, due and payable as permitted by Section 10.2. Notwithstanding anything to the contrary in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp)
Setoff. In Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and remedies not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Administrative Agent, in respect of any unpaid feesIssuing Bank or any Lender, costs and expenses payable hereunder) is authorized each Participant, at any time and or from time to timetime while an Event of Default exists, without prior notice to the BorrowerBorrower or to any other Person, any such notice being waived by hereby expressly waived, but in the Borrower (on its own behalf and on behalf case of each Loan Party and each an Issuing Bank, a Lender, an Affiliate of its Subsidiaries) an Issuing Bank or a Lender, or a Participant, subject to receipt of the fullest extent permitted by applicable Lawprior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, time including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or demand, provisional or finalunmatured) and any other indebtedness at any time held by, and other Indebtedness at any time or owing byby the Administrative Agent, such Lender and its Affiliates Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or the Collateral Agent such Lender, or such Participant, to or for the credit or the account of the respective Loan Parties Borrower against and their Subsidiaries against on account of any and all Obligations owing to such Lender and its Affiliates or of the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingObligations, irrespective of whether or not such Agent any or such Lender all of the Loans and all other Obligations have been declared to be, or Affiliate shall have made demand under this Agreement or any other Loan Document otherwise become, due and payable as permitted by Section 10.2, and although such Obligations may shall be contingent or unmatured or denominated unmatured. Notwithstanding anything to the contrary in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Issuing Banks and the Lenders, Lenders and (y) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Amendment No. 1 to Amended and Restated Credit Agreement (American Homes 4 Rent, L.P.), Credit Agreement (American Homes 4 Rent, L.P.), Credit Agreement (American Homes 4 Rent)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, each Issuing Bank and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other Indebtedness obligations (in whatever currency) at any time owing byby such Lender, such Lender and its Affiliates Issuing Bank or the Collateral Agent any such Affiliate to or for the credit or the account of the respective Loan Parties and their Subsidiaries any Guarantor against any of and all the Obligations owing to held by such Lender Lender, such Issuing Bank or their respective Affiliates which are then due and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existingpayable, irrespective of whether or not such Agent or such Lender Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document Guarantee and although any of the Obligations is owed to a branch, office or Affiliate of such Obligations may be contingent Lender or unmatured or denominated in a currency such Issuing Bank different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 terms hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, Lenders and (yb) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Article XI are in addition to other rights and remedies (including other rights of setoff) which such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to promptly to notify the Borrower applicable Guarantor and the Administrative Agent after any such set off setoff and application made by such Lender; , provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Marathon Petroleum Corp), Revolving Credit Agreement (Marathon Petroleum Corp), Revolving Credit Agreement (Marathon Petroleum Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) Secured Party is authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, without prior notice to the BorrowerBorrowers or any other Loan Party, any such notice being waived by the each Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) , in any currency), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent Secured Party hereunder or under any other Loan DocumentDocument (or other Secured Agreement (as defined in the Security Agreement)), now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document (or other Secured Agreement (as defined in the Security Agreement)) and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender Secured Party agrees promptly to notify the Borrower Borrowers and the Administrative Agent after any such set set-off and application made by such LenderSecured Party; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender Secured Party may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Controlled Foreign Subsidiary or FSHCO constitute security for, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the Obligations of the U.S. Borrower, it being understood that (a) the Equity Interests of any Controlled Foreign Subsidiary or FSHCO that is directly owned by the U.S. Borrower or a Domestic Subsidiary of the U.S. Borrower does constitute such Guarantoran asset, and may be pledged, to the extent set forth in Section 6.12 and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrowers’ obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).
Appears in 3 contracts
Samples: Amendment (Ortho Clinical Diagnostics Holdings PLC), Second Amendment (Ortho Clinical Diagnostics Holdings PLC), Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender and its Affiliates, the Swing Line Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs each L/C Issuer and expenses payable hereunder) its Affiliates is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its their respective Subsidiaries) to the fullest extent permitted by applicable 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 (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates, such Swing Line Lender and its Affiliates or such L/C Issuer and its Affiliates, as the Collateral Agent case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates, such Lender and its Affiliates, such Swing Line Lender and its Affiliates or the Collateral Agent such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent Agent, such Lender, the Swing Line Lender, such L/C Issuer or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately . Notwithstanding anything to the Administrative contrary contained herein, none of each Agent for further application in accordance with the provisions of Section 2.17 andand its Affiliates, pending each Lender and its Affiliates, such payment, shall be segregated by such Defaulting Swing Line Lender from and its other funds Affiliates and deemed held in trust for the benefit of the Administrative Agent, the each L/C IssuersIssuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or its Affiliates, such Swing Line Lender and its Affiliates or such L/C Issuer or its Affiliates, as the Lenderscase may be, to or for the credit or the account of any Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company and (y) the Defaulting Lender shall provide promptly to the Administrative Agent that is not itself a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoffLoan Party. Each Lender, Swing Line Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender, Swing Line Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative each Agent, each Lender, the Collateral Agent Swing Line Lender and each Lender L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative such Agent, such Lender, the Collateral Agent Swing Line Lender and such Lender L/C Issuer may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the BorrowerBorrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its SubsidiariesParty) to the fullest extent permitted by applicable 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 Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all First Lien Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such First Lien Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the First Lien Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set set-off and application made by such Lender; provided provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from Notwithstanding anything herein or in any Guarantor other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary of the Borrower or a Domestic Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code constitute security, or shall the proceeds of such assets be applied to any Excluded Swap available for, payment of the First Lien Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary do not constitute such Guarantoran asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).
Appears in 3 contracts
Samples: First Lien Credit Agreement (Evoqua Water Technologies Corp.), First Lien Credit Agreement (EWT Holdings I Corp.), First Lien Credit Agreement (EWT Holdings I Corp.)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, each Lender Lender, each Issuer, and its each of their respective Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is hereby authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Lawlaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held byheld, and other Indebtedness obligations (in whatever currency) at any time owing byowing, by such Lender, such Lender and its Affiliates Issuer or the Collateral Agent any such Affiliate, to or for the credit or the account of the respective Loan Parties and their Subsidiaries Borrowers or any other Obligor against any and all Obligations owing of the obligations of the Borrowers or such Obligor now or hereafter existing under this Agreement or any other Credit Document to such Lender and its Affiliates or the Collateral Agent hereunder such Issuer or under any other Loan Document, now or hereafter existingtheir respective Affiliates, irrespective of whether or not such Agent or such Lender Lender, Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Credit Document and although such Obligations obligations of the Borrowers or such Obligor may be contingent or unmatured or denominated in are owed to a currency branch, office or Affiliate of such Lender or such Issuer different from that of the applicable branch, office or Affiliate holding such deposit or Indebtednessobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 4.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C IssuersIssuer, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuer or their respective Affiliates may have. Each Lender and Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent promptly after any such set off setoff and application made by such Lenderapplication; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Parametric Sound Corp), Credit Agreement (Parametric Sound Corp)
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any If an Event of DefaultDefault exists, Administrative Agent and each Lender and its Affiliates (and shall have the Collateral Agentright to set off against the Obligations under the Loan Documents, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) or other sums at any time held by, and other Indebtedness at any time credited by or owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such from Administrative Agent or such Lender to Borrower whether or Affiliate shall have made demand not the Obligations under this Agreement or any other the Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or IndebtednessDocuments are then due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, : (xa) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 12.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, Secured Parties; and (yb) the such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly amount set off shall be paid to notify the Borrower and the Administrative Agent after any such for application to the Obligations under the Loan Documents in the order set off forth in Section 10.3. As further security for the Obligations, Borrower hereby grants to Secured Parties a security interest in all money, instruments, and application made other Property of Borrower now or hereafter held by Administrative Agent or such Lender; provided that the failure , including, without limitation, Property held in safekeeping. In addition to give such notice shall not affect the validity Administrative Agent’s and each Xxxxxx’s right of such setoff and applicationas further security for the Obligations, Borrower hereby grants to Secured Parties a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of Borrower now or hereafter on deposit with or held by Administrative Agent or such Lender and all other sums at any time credited by or owing from Administrative Agent or such Lender to Borrower. The rights and remedies of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 hereunder are in addition to other rights and remedies (including including, without limitation, other rights of setoff) that the which Administrative Agent, the Collateral Agent and or such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 3 contracts
Samples: Credit Agreement (Bgsf, Inc.), Credit Agreement (Bgsf, Inc.), Credit Agreement (Bgsf, Inc.)
