Common use of Set Off Sharing of Payments Clause in Contracts

Set Off Sharing of Payments. (a) Without limiting any of the obligations of the Borrowers or the rights of the Banks hereunder, if any Borrower shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any Note, each Bank may, without prior notice to such Borrower (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 deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) and other obligations and liabilities at any time held or owing by such Bank or any of its Affiliates or any branch or agency thereof to or for the credit or account of such Borrower or any Guarantor; provided that in the event that any Defaulting Bank exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of setoff. Each Bank shall promptly provide notice of such set-off to such Borrower or Guarantor; provided that failure by such Bank to provide such notice shall not give any Borrower or any Guarantor any cause of action or right to damages or affect the validity of such set-off and application.

Set Off Sharing of Payments. (a) Without limiting any of the obligations of the Borrowers Borrower or the Guarantor or the rights of the Banks hereunderLenders hereunder or under any other Loan Document, if any the Borrower or the Guarantor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any Noteother Loan Document, each Bank maythen (to the extent not in violation of Applicable Law) the Lenders are hereby authorized at any time and from time to time, to the fullest extent permitted by law, without prior notice to such the Borrower or the Guarantor (which notice is expressly waived by it to the fullest extent permitted by applicable lawApplicable Law), set to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) and other obligations and liabilities at any time held or any other obligations owing by such Bank Lender or any of its Affiliates or any Subsidiary, Affiliate, branch or agency thereof to or for the credit or account of such the Borrower or any the Guarantor; provided that in the event that any Defaulting Bank exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of setoffapplicable. Each Bank Such Lender shall promptly provide notice to the Borrower or the Guarantor, as applicable, of such set-off to such Borrower or Guarantoroff; provided provided, that failure by such Bank Lender to provide such notice to the Borrower or the Guarantor, as applicable, shall not give any the Borrower or any Guarantor the Guarantor, as applicable, any cause of action or right to damages or affect the validity of such set-off and application.. The rights of such Lender under this Section 3.8 are in addition to any other rights and remedies (including, without limitation, any other rights of set-off) that such Lender may have