Common use of Set-off, Sharing of Payments, Etc Clause in Contracts

Set-off, Sharing of Payments, Etc. (a) If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, 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 and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Obligor against any and all of the obligations of the Borrower or any other Obligor now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or any other Obligor may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, 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, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-off, Sharing of Payments, Etc. (a) If an Event of Default shall have occurred and be continuing, Agent, each Lender, the Issuing Bank Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, 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 held, and other obligations (in whatever currency) at any time owing owing, by Agent, such Lender, the Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Obligor Loan Party against any and all of the obligations of the Borrower or any other Obligor such Loan Party now or hereafter existing under this Agreement or any other Loan Document to Agent, such Lender or the Issuing BankBank or their respective Affiliates, irrespective of whether or not Agent, such Lender or the Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or any other Obligor such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of Agent, such Lender or the Issuing Bank different from the branch branch, office or office Affiliate 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 Agent for further application in accordance with the provisions of Section 12.07 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Agent, Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to 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 Agent, each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that Agent, such LenderLenders, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-off, Sharing of Payments, Etc. (a) If an Event The Borrower agrees that, in addition to (and without limitation of) any right of Default shall have occurred and be continuingset-off, bankers' lien or counterclaim a Lender may otherwise have, each Lender, the Issuing Bank Bank, and each of their respective Affiliates is hereby authorized shall have the right and be entitled (after consultation with the Agents), at any time and from time to time, to the fullest extent permitted by applicable lawits option, 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 and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Obligor against any and all of the obligations of the Borrower or any other Obligor now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or any other Obligor may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, 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, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-off, Sharing of Payments, Etc. (a) If an Event The Borrower agrees that, in addition to (and without limitation of) any right of Default shall have occurred and be continuingset-off, bankers’ lien or counterclaim a Lender may otherwise have, each Lender, the Issuing Bank Bank, and each of their respective Affiliates is hereby authorized shall have the right and be entitled (after consultation with the Administrative Agent), at any time and from time to time, to the fullest extent permitted by applicable lawits option, 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 and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Obligor against any and all of the obligations of the Borrower or any other Obligor now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or any other Obligor may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, 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, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-off, Sharing of Payments, Etc. (a) If an Event of Default shall have occurred and be continuing, Agent, each Lender, the Issuing Bank Bank, Swing Line Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, 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 held, and other obligations (in whatever currency) at any time owing owing, by Agent, such Lender, the Issuing Bank Bank, Swing Line Lender or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Obligor Loan Party against any and all of the obligations of the Borrower or any other Obligor such Loan Party now or hereafter existing under this Agreement or any other Loan Document to Agent, such Lender, Issuing Bank or Swing Line Lender or the Issuing Banktheir respective Affiliates, irrespective of whether or not Agent, such Lender, Issuing Bank, Swing Line Lender or the Issuing Bank Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or any other Obligor such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of Agent, such Lender or the Lender, Issuing Bank or Swing Line Lender different from the branch branch, office or office Affiliate 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 Agent for further application in accordance with the provisions of Section 12.07 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Agent, Issuing Bank, Swing Line Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to 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 Agent, each Lender, the Issuing Bank Bank, Swing Line Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that Agent, such LenderLenders, the Issuing Bank Bank, Swing Line Lender or their respective Affiliates may have. Each Lender and the Lender, Issuing Bank and Swing Line Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-off, Sharing of Payments, Etc. (a) If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, 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 and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Obligor against any and all of the obligations of the Borrower or any other Obligor now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or any other Obligor may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, 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, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Set-off, Sharing of Payments, Etc. (a) If an Event The Borrower agrees that, in addition to (and without limitation of) any right of Default set-off, bankers' lien or counterclaim a Lender may otherwise have, each Lender shall have occurred the right and be continuingentitled (after consultation with the Agent), each Lender, the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to timeits option, to the fullest extent permitted offset balances held by applicable law, to set off and apply it or by any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or of its Affiliates for the credit or the account of the Borrower or any Restricted Subsidiary at any of its offices, in Dollars or in any other Obligor currency, against any and all principal of the obligations or interest on any of the Borrower such Lender's Loans, or any other Obligor now or hereafter existing under this Agreement or any other Loan Document amount payable to such Lender or the Issuing Bankhereunder, irrespective which is not paid when due (regardless of whether or not such Lender or balances are then due to the Issuing Bank Borrower), in which case it shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or any other Obligor may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, 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, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff and applicationthereof, provided that the such Lender's failure to give such notice shall not affect the validity thereof. 26 (b) If any Lender shall obtain payment of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of Credit) through the exercise of any right of set- off, banker's lien or counterclaim or similar right or otherwise, and, as a result of such setoff payment, such Lender shall have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Agent and applicationeach other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.