Common use of Setoff and Sharing of Payments Clause in Contracts

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to SECTION 9.9(F), each Lender is hereby authorized at any time or from time to time, without notice to any Credit Party or to any other Person, any such notice being hereby expressly waived, to offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Credit Party (regardless of whether such balances are then due to any Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Credit Party against and on account of any of the Obligations that are not paid when due. Each Lender agrees promptly to notify the applicable Credit Party after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares, (other than offset rights exercised by any Lender with respect to SECTIONS 1.13, 1.15 OR 1.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to SECTION 9.9(FSection 9.9(f), each Lender is hereby authorized at any time or from time to time, without prior notice to any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower or any Credit Party (regardless of whether such balances are then due to any such Borrower or Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Credit Party against and on account of any of the Obligations that are not paid when dueParty 1. Each Lender agrees promptly to notify the applicable Credit Party after any such set-off and application made agrees, to the fullest extent permitted by such Lender; PROVIDED, HOWEVERlaw, that the failure (a) any Lender may exercise its right to give such notice shall not affect the validity of such set-off and application. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations offset with respect to amounts in excess of its Pro Rata Share thereof shall purchase for cash of the Obligations and may sell participations in such amounts so offset to other Lenders and holders and (and b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders shall sell) may exercise all rights of offset, bankers' lien, counterclaim or similar rights with respect to such participations in each participation as fully as if such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder were a direct holder of the Loans and the other Obligations in accordance with their respective Pro Rata Sharesthe amount of such participation. Notwithstanding the foregoing, (other than if all or any portion of the offset rights amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by any that Lender with respect to SECTIONS 1.13, 1.15 OR 1shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to SECTION 9.9(FSection 9.9(f), each Lender is hereby authorized at any time or from time to time, without prior notice to any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Credit Party (regardless of whether such balances are then due to any such Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Credit Party against and on account of any of the Obligations that are not paid when due. Each ; provided, that (i) the Lender agrees promptly exercising such offset rights shall give notice thereof to notify the applicable affected Credit Party promptly after exercising such rights, and (ii) any such set-off and application made by such Lender; PROVIDEDbalances, HOWEVERproperties or assets of a U.K. Credit Party shall be offset, that appropriated or applied only to or against the failure to give such notice shall not affect Obligations of the validity of such set-off and applicationU.K. Credit Parties. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender's ’s or holder's ’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares, Shares (other than offset rights exercised by any Lender with respect to SECTIONS Sections 1.13, 1.15 OR 1or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the Swing Line Loan under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Non-Funding Lender receives any payment described in the second sentence of this Section 9.8, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 9.9(d).

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to SECTION 9.9(FSection 9.9(f), each Lender is hereby authorized at any time or from time to time, without prior notice to any Credit Party or to any Person other Personthan Agent, any such notice being hereby expressly waived, to offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Credit Party (regardless of whether such balances are then due to any such Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of any Credit Party against and on account of any of the Obligations that are not paid when due. Each ; provided, that (i) the Lender agrees promptly exercising such offset rights shall give notice thereof to notify the applicable affected Credit Party promptly after exercising such rights, and (ii) any such set-off and application made by such Lender; PROVIDEDbalances, HOWEVERproperties or assets of a U.K. Credit Party shall be offset, that appropriated or applied only to or against the failure to give such notice shall not affect Obligations of the validity of such set-off and applicationU.K. Credit Parties. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such other Lender's ’s or holder's ’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares, Shares (other than offset rights exercised by any Lender with respect to SECTIONS Sections 1.13, 1.15 OR 1or 1.16). Each Lender’s obligation under this Section 9.8 shall be in addition to and not in limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the Swing Line Loan under Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to SECTION 9.9(F)Default, each Lender is hereby authorized by Credit Parties at any time or from time to time, without time and with reasonably prompt subsequent notice to Credit Parties (any prior or contemporaneous notice to Credit Party or to any other Person, any such notice Parties being hereby expressly waived, ) to offset set off and to appropriate and to apply any and all (i) balances held by it such Lender at any of its offices for the account of any Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to any a Credit PartyParty or its Subsidiaries) and any (ii) other properties or assets property at any time held or owing by that such Lender or that holder to or for the credit or for the account of any Credit Party or any of its Subsidiaries, against and on account of any of the Obligations that are not paid when due. Each Lender agrees promptly to notify the applicable Credit Party after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and applicationObligations. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof to set off shall purchase for cash (and the other Lenders or holders shall sell) such participations interests in each such other Lender's or holder's Pro Rata Share ’s pro rata share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received such excess with each other Lender or holder in accordance with their respective Pro Rata SharesAggregate Percentages. Each Credit Party agrees, (other than offset rights exercised to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to SECTIONS 1.13, 1.15 OR 1amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Administrative Agent for the benefit of all Lenders in accordance with the Aggregate Percentages.

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to SECTION 9.9(F)Default, each Lender and each holder of any Note is hereby authorized at any time or from time to time, without notice to any Credit Party or to any other Person, any such notice being hereby expressly waived, to offset set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of any -57- 62 Section 1.1. Each Credit Party agrees, to the fullest extent permitted by law, that (regardless of whether such balances are then due to a) any Credit Party) and any other properties or assets at any time held or owing by that Lender or that holder may exercise its right to or for the credit or for the account of any Credit Party against and on account of any of the Obligations that are not paid when due. Each Lender agrees promptly set off with respect to notify the applicable Credit Party after any such set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such set-off and application. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations amounts in excess of its Pro Rata Share thereof shall purchase for cash of the Obligations and may sell participations in such amount so set off to other Lenders and holders and (and b) any Lender or holders so purchasing a participation in the Loans made or other Obligations held by other Lenders or holders shall sell) may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participations in each participation as fully as if such other Lender's or holder's Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder were a direct holder of the Loans and the other Obligations in accordance with their respective Pro Rata Sharesthe amount of such participation. Notwithstanding the foregoing, (other than offset rights if all or any portion of the set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-off, the purchase of participations by any that Lender with respect to SECTIONS 1.13, 1.15 OR 1shall be rescinded and the purchase price restored without interest.