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 Obligors or the rights of any Lender Party under the Loan Documents, if (x) any Obligor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document or (y) if an Event of Default under Sections 8.1(e), (f) or (g) shall have occurred and be continuing, then (to the extent not in violation of Applicable Law, including any regulations of the Central Bank (if applicable)) each Lender Party 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 appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) at any time held or any other Debt owing by such Lender Party (in each case, including any branch or agency thereof) to or for the credit or account of any Obligor against any and all overdue and unpaid obligations of any Obligor now or hereafter existing under this Agreement or any other Loan Document; provided that if any Defaulting Lender shall exercise any such right of set off, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set off. Each Lender Party 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 Lender Party 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.

Set Off Sharing of Payments. (a) Without limiting Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the obligations of the Obligors or the rights continuance of any Lender Party under the Loan Documents, if (x) any Obligor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document or (y) if an Event of Default under Sections 8.1(e), (f) or (g) shall have occurred and be continuing, then (to the extent not in violation of Applicable Law, including any regulations of the Central Bank (if applicable)) each Lender Party may, without prior notice to the Obligors (which notice is expressly waived by it to the fullest extent permitted by Applicable Law)applicable Requirements, to set off and appropriate and apply any and all deposits (whether general or special, time or demand, provisional or final, in any currency, matured or unmatured) at any time held and other Indebtedness, claims or other obligations at any time owing by Agent, such Lender, such Holder or any other Debt owing by such Lender Party (in each case, including any branch or agency thereof) of their respective Affiliates to or for the credit or the account of any Obligor Borrower or any other Credit Party against any and all overdue and unpaid obligations Obligation of any Obligor Credit Party now or hereafter existing existing, whether or not any demand was made under this Agreement any [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or any other Loan Document; provided that if any Defaulting Lender Holder shall exercise any such right of set offsetoff without the prior consent of Agent. Each of Agent, (i) all amounts so set off shall be paid over immediately each Lender and each Holder agrees promptly to notify the Administrative Borrower Representative and Agent for further after any such setoff and application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated made by such Defaulting Lender from Lender, Holder or its other funds and deemed held in trust for Affiliates; provided, however, that the benefit of the Administrative Agent and the Lenders and (ii) the Defaulting Lender shall provide promptly failure to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set off. Each Lender Party 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 Lender Party to provide give such notice shall not give such Obligor any cause of action or right to damages or affect the validity of such set-off 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 limiting any of Upon the obligations of occurrence and during the Obligors or the rights continuance of any Lender Party under the Loan Documents, if (x) any Obligor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document or (y) if an Event of Default under Sections 8.1(e)Default, (f) or (g) shall have occurred and be continuing, then (to the extent not in violation of Applicable Law, including any regulations of the Central Bank (if applicable)) each Lender Party mayand each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Obligors (which notice is expressly waived by it to the fullest extent permitted by Applicable Law)law, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in any currency, matured or unmatured) at any time held or and other indebtedness at any other Debt time owing by such Lender Party (in each case, including any branch or agency thereof) its Affiliates to or for the credit or the account of any Obligor the Borrower against any and all overdue and unpaid of the obligations of any Obligor the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or any other Loan Document; provided that if any Defaulting not such Lender shall exercise have made any such right of set off, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of demand under this Agreement and, pending or such payment, shall Note and although such obligations may be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set offunmatured. Each Lender Party shall agrees promptly provide notice of to notify the Borrower after any such set-off by it and application, provided, that the failure to such Obligor, as applicable, and the Administrative Agent; provided that failure by such Lender Party to provide give 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. 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 limiting Right of Setoff. Each of Agent, each Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the obligations of the Obligors or the rights continuance of any Lender Party under the Loan Documents, if (x) any Obligor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document or (y) if an Event of Default under Sections 8.1(e), (f) or (g) shall have occurred and be continuing, then (to the extent not in violation of Applicable Law, including any regulations of the Central Bank (if applicable)) each Lender Party may, without prior notice to the Obligors (which notice is expressly waived by it to the fullest extent permitted by Applicable applicable Requirements of Law), to set off and appropriate and apply any and all deposits (whether general or special, time or demand, provisional or final, in any currency, matured or unmatured) at any time held and other Indebtedness, claims or other obligations at any time owing by Agent, such Lender, such L/C Issuer or any other Debt owing by such Lender Party (in each case, including any branch or agency thereof) of their respective Affiliates to or for the credit or the account of the Borrower or any Obligor other Credit Party against any and all overdue and unpaid obligations Obligation of any Obligor Credit Party now or hereafter existing existing, whether or not any demand was made under this Agreement any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or any other Loan Document; provided that if any Defaulting Lender L/C Issuer shall exercise any such right of set offsetoff without the prior consent of Agent or Required Lenders. Each of Agent, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting each Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (ii) the Defaulting Lender shall provide each L/C Issuer agrees promptly to notify the Administrative Borrower and Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set off. Each Lender Party shall promptly provide notice of after any such set-off by it to such Obligor, as applicable, setoff and the Administrative Agent; provided that failure application made by such Lender Party or its Affiliates; provided, however, that the failure to provide give such notice shall not give such Obligor any cause of action or right to damages or affect the validity of such set-off setoff and application. The rights under this Section 10.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.