Common use of Set-Off or Compensation Clause in Contracts

Set-Off or Compensation. (1) In addition to and not in limitation of any rights now or hereafter granted under applicable law, if repayment is accelerated pursuant to Section 11.02, the Lenders, or any of them, may at any time and from time to time without notice to the Borrowers or any other Person, any notice being expressly waived by the Borrowers, set-off and compensate and apply any and all deposits, general or special, time or demand, provisional or final, matured or unmatured, and any other indebtedness at any time owing by the Lenders, or any of them, to or for the credit of or the account of such Borrower, against and on account of the Obligations notwithstanding that any of them are contingent or unmatured. Any Lender exercising a right of set-off will thereafter comply with the terms of the Intercreditor Agreement respecting such set-off. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise receive payment of a proportion of the aggregate amount of principal and interest then due and payable with respect to any Advance which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due and payable to such other Lender with respect to such Advance, the Lender receiving such proportionately greater payment shall purchase such participations in the Advances held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Advances held by the Lenders shall be shared by the Lenders pro rata.

Set-Off or Compensation. (1) In addition to and not in limitation of any rights now or hereafter granted under applicable law, if repayment is accelerated pursuant to Section 11.02, the Lenders, or any of them, may at any time and from time to time without notice to the Borrowers or any other Person, any notice being expressly waived by the Borrowers, set-off and compensate and apply any and all deposits, general or special, time or demand, provisional or final, matured or unmatured, and any other indebtedness at any time owing by the Lenders, or any of them, to or for the credit of or the account of such Borrower, against and on account of the Obligations notwithstanding that any of them are contingent or unmatured. Any Lender exercising a right of set-off will thereafter comply with the terms of the Intercreditor Agreement respecting such set-off. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise receive payment of a proportion of the aggregate amount of principal and interest then due and payable with respect to any Advance which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest then due and payable to such other Lender with respect to such Advance, the Lender receiving such proportionately greater payment shall purchase such participations in the Advances held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Advances held by the Lenders shall be shared by the Lenders pro rata.and