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, 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 set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of either Borrower or any other Credit Party (regardless of whether such balances are then due to such Borrower or other Credit Party) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of either Borrower or any other Credit Party against and on account of any of the Obligations which are not paid when due; provided that any Lender exercising a right to set off shall notify Borrower Representative of such exercise within a reasonable time thereafter. Any Lender or holder of any Note exercising a right to set off 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 set off or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares. Each Lender's obligation under this Section 9.8 shall be in addition to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the Swing Line Loans under Section 1.1. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by law, that (1) any Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so set off to other Lenders and holders and (2) any Lender or holders so purchasing a (3) participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, 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 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 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, each Lender and each holder of any Note 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 set off offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of either Borrower or any other a Credit Party (regardless of whether such balances are then due to such Borrower or other Credit Party) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder to or for the credit or for the account of either Borrower or any other a Credit Party against and on account of any of the Obligations which hereunder that are not paid when due; provided that any the Lender exercising such offset rights shall give notice thereof to the affected Credit Party promptly after exercising such rights. Any Lender exercising a right to set off shall notify Borrower Representative of such exercise within a reasonable time thereafter. Any Lender or holder of any Note exercising a right to set off setoff or otherwise receiving any payment on account of the Obligations hereunder 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 hereunder as would be necessary to cause such Lender to share the amount so set off offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares. Each Lender's obligation under this Section 9.8 shall be in addition Shares (other than offset rights exercised by any Lender with respect to and not limitation of its obligations to purchase a participation in an amount equal to its Pro Rata Share of the Swing Line Loans under Section 1.1Sections 2.11 or 2.14). Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by lawlaw and subject to the limitations set forth above, that (1) any Lender or holder may exercise its right to set off offset with respect to amounts in excess of its Pro Rata Share of the Obligations hereunder owed to it and may sell participations in such amount amounts so set off offset to other Lenders and holders and (2) any Lender or holders so purchasing a (3) participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, 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 participationholders. Notwithstanding the foregoing, if all or any portion of the set-off offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-offoffset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Defaulting Lender or Impacted Lender receives any such payment as described in this Section 10.7, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in Section 2.1(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, each Lender and each holder of any Note L/C Issuer 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 set off offset and to appropriate and to apply any and all balances held by it at any of its offices for the account (other than Excluded Accounts (as defined in the Security Agreement)) of either Borrower or any other a Credit Party (regardless of whether such balances are then due to such Borrower or other Credit Party) and any other properties or assets Indebtedness at any time held or owing by that Lender or that holder L/C Issuer to or for the credit or for the account of either Borrower or any other a Credit Party against and on account of any of the Obligations which hereunder that are not paid when due; provided that any the Lender or L/C Issuer exercising a right such offset rights shall give notice thereof to set off shall notify Borrower Representative of the affected Credit Party promptly after exercising such exercise within a reasonable time thereafterrights. Any Lender or holder of any Note L/C Issuer exercising a right to set off of setoff or otherwise receiving any payment on account of the Obligations hereunder in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders L/C Issuers shall sell) such participations in each such other Lender's ’s or holder's L/C Issuer’s Pro Rata Share of the Obligations hereunder as would be necessary to cause such Lender or L/C Issuer to share the amount so set off offset or otherwise received with each other Lender or holder L/C Issuer in accordance with their respective Pro Rata SharesShares (other than payments made pursuant to Section 2.2 or 2.3 and offset rights exercised by any Lender or L/C Issuer with respect to Sections 2.11, 2.16 or 2.14). Each Lender's ’s obligation under this Section 9.8 10.7 shall be in addition to and not in limitation of its obligations obligation to purchase a participation in an amount equal to its Pro Rata Share of the Swing Line Loans under Letter of Credit Obligations under Section 1.12.6. Each Credit Party that is a Borrower or Guarantor agrees, to the fullest extent permitted by lawlaw and subject to the limitations set forth herein, that (1) any Lender or holder L/C Issuer may exercise its right to set off offset with respect to amounts in excess of its Pro Rata Share of the Obligations hereunder owed to it and may sell participations in such amount amounts so set off offset to other Lenders and holders and (2) any Lender or holders so purchasing a (3) participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-off, 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 participationL/C Issuers. Notwithstanding the foregoing, if all or any portion of the set-off offset amount or payment otherwise received is thereafter recovered from the Lender or L/C Issuer that has exercised the right of set-offoffset, the purchase of participations by that Lender or L/C Issuer shall be rescinded and the purchase price restored without interest. If a Defaulting Lender or Impacted Lender receives any such payment as described in this Section 10.7, such Lender shall turn over such payments to Agent as cash collateral to be applied in accordance with the provisions of Section 2.9.

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 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 PersonPerson other than Agent, any such notice being hereby expressly waived, to set off offset and to appropriate and to apply any and all balances held by it at any of its offices or branches for the account of either a Borrower or any other Credit Party (regardless of whether such balances are then due to such Borrower or other 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 either a Borrower or any other Credit Party against and on account of any of the Obligations which (other than Unasserted Obligations) that are not paid when due; provided that any . Any Lender exercising a right to set off shall notify Borrower Representative of such exercise within a reasonable time thereafter. Any Lender or holder of any Note exercising a right to set off 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 set off 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 1.14 or 1.15). Each Lender's ’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 Loans under under Section 1.1. Each Borrowers and each other Credit Party that is a Borrower or Guarantor agreesagree, to the fullest extent permitted by law, that (1a) any Lender or holder may exercise its right to set off offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so set off amounts to offset to other Lenders and holders and (2b) any Lender or holders so purchasing a (3) participation in the Loans made or other Obligations held by other Lenders or holders may exercise all rights of set-offoffset, 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 set-off offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-offoffset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. If a Non-Funding Lender receives any such payment as described in this Section 9.8, such Lender shall turn over such payment to Agent in an amount that would satisfy the cash collateral requirements set forth in subsection 9.9 (d)(iv).