Common use of Sharing of Payments; Waiver of Enforcement Without Consent, Etc Clause in Contracts

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement or any Refinancing Facility Agreement, or on any other obligation then due to such Lender hereunder, through the exercise of any right of set-off, banker’s lien, counterclaim or similar right, or otherwise (other than pursuant to the terms hereof), it shall promptly notify the Administrative Agent (or the Multi-Currency Payment Agent, as the case may be) and purchase from the other Lenders participations in the Loans made, or other obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans or other obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored (including the payment of interest to the extent that the Lender obligated to return such funds is obligated to return interest).

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement or any Refinancing Facility AgreementEach Borrower agrees that, or on any other obligation then due in addition to such Lender hereunder, through the exercise of (and without limitation of) any right of set-off, banker’s lienlien or counterclaim a Lender may otherwise have, counterclaim each Lender shall be entitled, at its option, to offset balances held by it or similar rightits affiliates for the account of the such Borrower at any of their offices, in Dollars or in any other currency, against any principal of or interest on any of such Lender’s Loans or Reimbursement Obligations to such Borrower hereunder, or otherwise any other obligation of such Borrower hereunder, which is not paid when due (other than pursuant regardless of whether such balances are then due to the terms hereofsuch Borrower), in which case it shall promptly notify the Company, the relevant Borrower and the Administrative Agent (or the Multi-Currency Payment Agent, as the case may be) and purchase from thereof, provided that such Lender’s failure to give such notice shall not affect the other Lenders participations validity thereof. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Person purchasing a participation in the Loans to such Borrower made, or other obligations held, by the other Lenders in such amountsanother Person, and make such other adjustments from time to time as shall be equitable whether or not acquired pursuant to the end that foregoing arrangements, may exercise all the Lenders shall share the benefit rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans or other obligations then due to each in the amount of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored (including the payment of interest to the extent that the Lender obligated to return such funds is obligated to return interest)participation.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) If Each Borrower agrees that, in addition to (and without limitation of) any right of set-off, banker’s lien or counterclaim a Lender may otherwise have, each Lender shall obtain payment be entitled, at its option, to offset balances held by it or its affiliates for the account of such Borrower at any of their offices, in Dollars or in any other currency, against any principal of or interest on any Loan made by it under this Agreement of such Lender’s Loans or any Refinancing Facility AgreementReimbursement Obligations to such Borrower hereunder, or on any other obligation of such Borrower hereunder, which is not paid when due (regardless of whether such balances are then due to such Lender hereunderBorrower), through in which case it shall promptly notify the Company, the relevant Borrower and the Administrative Agent (or the Multi-Currency Payment Agent or the Brazilian Administrative Agent, as the case may be) thereof, provided that such Lender’s failure to give such notice shall not affect the validity thereof. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Person purchasing a participation in the Loans to such Borrower made, or other obligations held, by another Person, whether or not acquired pursuant to the foregoing arrangements, may exercise of any right all rights of set-off, banker’s lien, counterclaim or similar right, or otherwise (other than pursuant rights with respect to the terms hereof), it shall promptly notify the Administrative Agent (or the Multi-Currency Payment Agent, such participation as the case may be) and purchase from the other Lenders participations in the Loans made, or other obligations held, by the other Lenders in fully as if such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit Lender were a direct holder of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans or other obligations then due to each in the amount of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored (including the payment of interest to the extent that the Lender obligated to return such funds is obligated to return interest)participation.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement or any Refinancing Facility AgreementEach Borrower agrees that, or on any other obligation then due in addition to such Lender hereunder, through the exercise of (and without limitation of) any right of set-off, banker’s lien's lien or counterclaim a Lender may otherwise have, counterclaim each Lender shall be entitled, at its option, to offset balances held by it or similar rightits affiliates for the account of the such Borrower at any of their offices, in Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans or Reimbursement Obligations to such Borrower hereunder, or otherwise any other obligation of such Borrower hereunder, which is not paid when due (other than pursuant regardless of whether such balances are then due to the terms hereofsuch Borrower), in which case it shall promptly notify the Company, the relevant Borrower and the Administrative Agent (or thereof, provided that such Lender's failure to give such notice shall not affect the Multi-Currency Payment Agentvalidity thereof. Each Borrower agrees, as to the case fullest extent it may be) and purchase from the other Lenders participations effectively do so under applicable law, that any Person purchasing a participation in the Loans to such Borrower made, or other obligations held, by the other Lenders in such amountsanother Person, and make such other adjustments from time to time as shall be equitable whether or not acquired pursuant to the end that foregoing arrangements, may exercise all the Lenders shall share the benefit rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans or other obligations then due to each in the amount of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored (including the payment of interest to the extent that the Lender obligated to return such funds is obligated to return interest)participation.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement or any Refinancing Facility AgreementThe Company agrees that, or on any other obligation then due in addition to such Lender hereunder, through the exercise of (and without limitation of) any right of set-off, banker’s lien's lien or counterclaim a Lender may otherwise have, counterclaim each Lender shall be entitled, at its option, to offset balances held by it for the account of the Company at any of its offices, in Dollars or similar rightin any other currency, against any principal of or interest on any of such Lender's Loans or Reimbursement Obligations to the Company hereunder, or otherwise any other obligation of the Company hereunder, which is not paid when due (other than pursuant regardless of whether such balances are then due to the terms hereofCompany), in which case it shall promptly notify the Company and the Administrative Agent (or thereof, provided that such Lender's failure to give such notice shall not affect the Multi-Currency Payment Agentvalidity thereof. The Company agrees, as to the case fullest extent it may be) and purchase from the other Lenders participations effectively do so under applicable law, that any Person purchasing a participation in the Loans made, or other obligations held, by the other Lenders in such amountsanother Person, and make such other adjustments from time to time as shall be equitable whether or not acquired pursuant to the end that foregoing arrangements, may exercise all the Lenders shall share the benefit rights of set-off, banker's lien, counterclaim or similar rights with respect to such payment (net of any expenses which may be incurred by participation as fully as if such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the were a direct holder of Loans or other obligations then due to each in the amount of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored (including the payment of interest to the extent that the Lender obligated to return such funds is obligated to return interest)participation.