Common use of Set-Off or Compensation Clause in Contracts

Set-Off or Compensation. Upon the occurrence of any event by which any of the Obligations become due and payable under Section 7.2, each of the Lenders, the Agent (for and on behalf of the Lenders) and each of their respective Affiliates is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency), including any Cash Collateral, at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Agent or any such Affiliate to or for the credit or the account of the Borrower or any Restricted Subsidiary against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, although such obligations of the Borrower may be contingent or unmatured 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. If any Defaulting Lender exercises any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 8.11 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 Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each of the Lenders, the Agent and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers’ lien) that the Lenders or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Agent after any such set-off and application, but the failure to give such notice shall not affect the validity of such set-off and application. If any Affiliate of a Lender exercises any rights under this Section 7.7, it shall share the benefit received in accordance with Section 8.6 as if the benefit had been received by the Lender of which it is an Affiliate.

Set-Off or Compensation. Upon the occurrence If an Event of any event by which any of the Obligations become due Default has occurred and payable under Section 7.2is continuing, each of the Lenders, the Agent (for and on behalf of the Lenders) Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency), including any Cash Collateral, ) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Agent that Lender or any such Affiliate of its Affiliates to or for the credit or the account of the Borrower or any Restricted Subsidiary Obligor against any and all of the obligations Obligations to that Lender, irrespective of whether or not the Borrower now or hereafter existing Lender has made any demand under this Agreement or any other Loan Document to such Lender, and although such the obligations of the Borrower Obligor may be contingent or unmatured or are owed to a branch or office of such the Lender different from the branch or office holding such the deposit or obligated on such indebtednessto an Obligor. If any a Defaulting Lender or its Affiliate exercises any such right of set-set off, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 8.11 8.10 and, pending such payment, shall be segregated by such the Defaulting Lender or its Affiliate from its other funds and deemed to be held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall promptly provide promptly to the Agent with a statement describing in reasonable detail the Obligations owing to such the Defaulting Lender as to which it exercised such the right of set-offset off was exercised. The rights of each of the Lenders, the Agent Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers’ ' lien) that the Lenders or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Agent after any such set-off and application, but the failure to give such notice shall not affect the validity of such the set-off and application. If any Affiliate of a Lender exercises any rights under this Section 7.77.11, it shall share the benefit received in accordance with Section 8.6 7.12 as if the benefit had been received by the Lender of which it is an Affiliate.

Set-Off or Compensation. Upon the occurrence If an Event of any event by which any of the Obligations become due Default has occurred and payable under Section 7.2is continuing, each of the Lenders, the Agent (for and on behalf of the Lenders) Lender and each of their respective its Affiliates is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency), including any Cash Collateral, ) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Agent that Lender or any such Affiliate of its Affiliates to or for the credit or the account of the Borrower or any Restricted Subsidiary Obligor against any and all of the obligations Obligations to that Lender, irrespective of whether or not the Borrower now or hereafter existing Lender has made any demand under this Agreement or any other Loan Document to such Lender, and although such the obligations of the Borrower Obligor may be contingent or unmatured or are owed to a branch or office of such the Lender different from the branch or office holding such the deposit or obligated on such indebtednessto an Obligor. If any a Defaulting Lender or its Affiliate exercises any such right of set-set off, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 8.11 8.10 and, pending such payment, shall be segregated by such the Defaulting Lender or its Affiliate from its other funds and deemed to be held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall promptly provide promptly to the Agent with a statement describing in reasonable detail the Obligations owing to such the Defaulting Lender as to which it exercised such the right of set-offset off was exercised. The rights of each of the Lenders, the Agent Lender and their respective its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers’ lien) that the Lenders or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Agent after any such set-off and application, but the failure to give such notice shall not affect the validity of such the set-off and application. If any Affiliate of a Lender exercises any rights under this Section 7.77.11, it shall share the benefit received in accordance with Section 8.6 7.12 as if the benefit had been received by the Lender of which it is an Affiliate.