Common use of Set-Off; Sharing of Payments; Reinstatement Clause in Contracts

Set-Off; Sharing of Payments; Reinstatement. (a) Without limiting any of the obligations of the Obligors or the rights of any Bank under the Credit Documents, if an Event of Default exists pursuant to Section 10.1 of this Agreement, then (to the extent not in violation of Applicable Law) each Bank may, without prior notice to the Obligors (which notice is expressly waived by it to the fullest extent permitted by Applicable Law), set-off and apply against such amount any and all cash deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) then held or any other Debt owing by such Bank or any of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or account of any Obligor. Each Bank shall promptly provide notice of any such set-off by it to such Obligor, as applicable, and the Administrative Agent; provided that failure by such Bank to provide such notice shall not give such Obligor any cause of action or right to damages or affect the validity of such set-off and application. (b) Each of the Banks agrees that, if it should receive any amount in payment of any Obligations owing to it under the Credit Documents (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, or fees due hereunder, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the Borrowers to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Nothing contained in this Section shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Debt or obligation of the Obligors. (d) If any Obligor (or any Person on its behalf) makes a payment to the Administrative Agent, or any Bank exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof subsequently are invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Bank in its discretion) to be repaid to such Obligor (or such Person), a trustee, síndico, receiver or any other Person in connection with any insolvency proceeding or otherwise, then: (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) if applicable, each Bank severally agrees to pay to the Administrative Agent upon demand its pro rata share of any amount so recovered from or repaid by the Administrative Agent.

Set-Off; Sharing of Payments; Reinstatement. (a) Without limiting any of the obligations of the Obligors or the rights of any Bank under the Credit Documents, if an Event of Default exists pursuant to Section 10.1 of this Agreement, then (to the extent not in violation of Applicable Law) each Bank may, without prior notice to the Obligors (which notice is expressly waived by it to the fullest extent permitted by Applicable Law), set-off and apply against such amount any and all cash deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) then held or any other Debt owing by such Bank or any of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or account of any Obligor. Each Bank shall promptly provide notice of any such set-off by it to such Obligor, as applicable, and the Administrative Agent; provided that failure by such Bank to provide such notice shall not give such Obligor any cause of action or right to damages or affect the validity of such set-off and application. (b) Each of the Banks agrees that, if it should receive any amount in payment of any Obligations owing to it under the Credit Documents (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, or fees due hereunder, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the Borrowers Borrower to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Nothing contained in this Section shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Debt or obligation of the Obligors. (d) If any Obligor (or any Person on its behalf) makes a payment to the Administrative Agent, or any Bank exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof subsequently are invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Bank in its discretion) to be repaid to such Obligor (or such Person), a trustee, síndico, receiver or any other Person in connection with any insolvency proceeding or otherwise, then: (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) if applicable, each Bank severally agrees to pay to the Administrative Agent upon demand its pro rata share of any amount so recovered from or repaid by the Administrative Agent.

Set-Off; Sharing of Payments; Reinstatement. (a) Without limiting any of the obligations of the Obligors Borrower or the rights of any Bank Lender, the Sole Lead Arranger or the Administrative Agent under the Credit Documents, if an Event of Default exists pursuant to Section 10.1 8.1 of this Agreement, then (to the extent not in violation of Applicable Law) each Bank Lender may, without prior notice to the Obligors Borrower (which notice is expressly waived by it to the fullest extent permitted by Applicable Law), set-off and apply against such amount any and all cash deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) then held or any other Debt owing by such Bank or any of its Affiliates Lender (in each case, including any branch or agency thereof) to or for the credit or account of any Obligorthe Borrower. Each Bank Lender shall promptly provide notice of any such set-off by it to such Obligor, as applicablethe Borrower, and the Administrative Agent; provided that failure by such Bank Lender to provide such notice shall not give such Obligor the Borrower any cause of action or right to damages or affect the validity of such set-off and application. (b) Each of the Banks Lenders agrees that, if it should receive any amount in payment of any Obligations owing to it under the Credit Documents (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff set-off or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, or fees due hereunderunder the Credit Documents, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders in respect of which such excess payment was applicable an interest in the Obligations of the Borrowers Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Nothing contained in this Section shall require any Bank Lender, the Sole Lead Arranger or the Administrative Agent to exercise any such right or shall affect the right of any Bank Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Debt or obligation of the ObligorsBorrower. (d) If any Obligor the Borrower (or any Person on its behalf) makes a payment to the Administrative Agent, or any Bank Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof subsequently are invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Bank Lender in its discretion) to be repaid to such Obligor the Borrower (or such Person), a trustee, síndico, receiver or any other Person in connection with any insolvency proceeding or otherwise, then: (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) if applicable, each Bank Lender severally agrees to pay to the Administrative Agent upon demand its pro rata share of any amount so recovered from or repaid by the Administrative Agent. (e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Articles IV and V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

Set-Off; Sharing of Payments; Reinstatement. (a) Without limiting any of the obligations of the Obligors or the rights of any Bank under the Credit Documents, if an Event of Default exists pursuant to Section 10.1 of this Agreement, then (to the extent not in violation of Applicable Law) each Bank may, without prior notice to the Obligors (which notice is expressly waived by it to the fullest extent permitted by Applicable Law), set-off and apply against such amount any and all cash deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) then held or any other Debt owing by such Bank or any of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or account of any Obligor. Each Bank shall promptly provide notice of any such set-off by it to such Obligor, as applicable, and the Administrative Agent; provided that failure by such Bank to provide such notice shall not give such Obligor any cause of action or right to damages or affect the validity of such set-off and application. (b) Each of the Banks agrees that, if it should receive any amount in payment of any Obligations owing to it under the Credit Documents (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, or fees due hereunder, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the Borrowers to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Nothing contained in this Section shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other Debt or obligation of the Obligors. (d) If any Obligor (or any Person on its behalf) makes a payment to the Administrative Agent, or any Bank exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof subsequently are invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Bank in its discretion) to be repaid to such Obligor (or such Person), a trustee, síndico, receiver or any other Person in connection with any insolvency proceeding or otherwise, then: (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, Gerdau Export and (ii) if applicable, each Bank severally agrees to pay to the Administrative Agent upon demand its pro rata share of any amount so recovered from or repaid by the Administrative Agent.Working Capital Agreement

Set-Off; Sharing of Payments; Reinstatement. (a) Without limiting any of the obligations of the Obligors Guarantors or the rights of any Bank Lender, the Sole Lead Arranger or the Administrative Agent under the Credit Documents, if an Event of Default exists pursuant either Guarantor shall fail to Section 10.1 of this Agreementpay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Credit Document, then (to the extent not in violation of Applicable Law) each Bank Lender, the Sole Lead Arranger or the Administrative Agent may, without prior notice to the Obligors Guarantors (which notice is expressly waived by it to the fullest extent permitted by Applicable Law), set-off and appropriate and apply against such amount any and all cash deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) then held or any other Debt owing by such Bank Lender, the Sole Lead Arranger or any of its Affiliates the Administrative Agent (in each case, including any branch or agency thereof) to or for the credit or account of any Obligoreach Guarantor. Each Bank Lender shall promptly provide notice of any such set-off by it to such ObligorGuarantor, as applicable, and the Administrative Agent; provided that failure by such Bank Lender, the Sole Lead Arranger or the Administrative Agent to provide such notice shall not give such Obligor Guarantor any cause of action or right to damages or affect the validity of such set-off and application. (b) Each of the Banks Lenders agrees that, if it should receive any amount in payment of any Obligations owing to it under the Credit Documents (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff set-off or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, or fees amounts due hereunderunder the Credit Documents, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders in respect of which such excess payment was applicable an interest in the Obligations of the Borrowers Guarantors to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Nothing contained in this Section shall require any Bank Lender, the Sole Lead Arranger or the Administrative Agent to exercise any such right or shall affect the right of any Bank Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Debt or obligation of the ObligorsGuarantors. (d) If any Obligor a Guarantor (or any Person on its behalf) makes a payment to the Administrative Agent, or any Bank Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof subsequently are invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Bank Lender in its discretion) to be repaid to such Obligor the Guarantor (or such Person), a trustee, síndico, receiver or any other Person in connection with any insolvency proceeding or otherwise, then: (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) if applicable, each Bank Lender severally agrees to pay to the Administrative Agent upon demand its pro rata share of any amount so recovered from or repaid by the Administrative Agent.