Common use of Set Off Sharing of Payments Clause in Contracts

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each 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 and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and 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. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent 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. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each 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 and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the a Borrower against any and all of the obligations of the Borrower Borrowers now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the a 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. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower Borrowers and the Administrative Agent 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. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the any Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower Representative and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have.

Set Off Sharing of Payments. (a) Without limitation of any other rights of the Lenders, if an Event of Default shall have occurred and be continuing, each 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 and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and 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. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.. 47

Set Off Sharing of Payments. (a) Without limitation Upon the occurrence and during the continuance of any other rights of the Lenders, if an Event of Default shall have occurred and be continuingDefault, each Lender and each of their respective its 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) indebtedness at any time owing by such Lender or any such Affiliate its Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to and the Note held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document such Note and 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. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may haveunmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff set-off and application, provided provided, that the failure to give such notice shall not affect the validity of such setoff set-off and application. The rights of each Lender and its Affiliates under this Section 4.06 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have. If any such set-off is exercised by a Lender or any of its Affiliates at a time when an Event of Default has not occurred and is continuing, such Lender or its Affiliates, as applicable, shall promptly return the offset funds to the Borrower together with interest thereon accruing at the Federal Funds Rate for each day from and including the date such set-off is exercised to but excluding the date such funds are returned to the Borrower.

Set Off Sharing of Payments. (a) Without limitation Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any other rights of the Lendersthem is hereby authorized, if an Event of Default shall have occurred and be continuing, each Lender and without notice or demand (each of their respective Affiliates which is hereby authorized waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender Lender, such Holder or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such LenderParty against any Obligation of any Credit Party now or hereafter existing, irrespective of whether or not such Lender shall have made any demand was made under this Agreement or any other Credit Transaction Document with respect to such Obligation and although even though such obligations of the Borrower Obligation may be contingent unmatured. No Lender or unmatured or are owed to a branch or office Holder shall exercise any such right of such Lender different from setoff without the branch or office holding such deposit or obligated on such indebtednessprior consent of Agent. The rights Each of Agent, each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender each Holder agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and applicationapplication made by such Lender, provided Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and US_142815097 remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have.