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, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, it shall promptly notify the Administrative Agent and purchase from the other Lenders of such Class participations in the Loans of such Class made or Letter of Credit Liabilities of such Class held by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such that all the Lenders of such Class 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 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make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored (including the payment of interest to the extent that the Lender obligated to return such funds is obligated to return interest). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (b) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. (c) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower or any of their Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) If, other than as expressly provided elsewhere herein, any If a Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class any Loan made by it (whether voluntaryunder this Agreement or any Refinancing Facility Agreement, involuntaryor on any other obligation then due to such Lender hereunder, through the exercise of any right of setoffset-off, banker’s lien, counterclaim or similar right, or otherwise) in excess of its ratable share otherwise (or other share contemplated hereunder) thereofthan 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 of such Class participations in the Loans of such Class made made, or Letter of Credit Liabilities of such Class held other obligations held, by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such time as shall be equitable to the end that all the Lenders of such Class 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). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (b) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. (c) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower or any of their Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) If, other than as expressly provided elsewhere herein, any If a Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class any Loan made by it (whether voluntaryunder this Agreement, involuntaryor on any other obligation then due to such Lender hereunder, through the exercise of any right of setoffset-off, banker’s lien, counterclaim or similar right, or otherwise) in excess of its ratable share otherwise (or other share contemplated hereunder) thereofthan 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 of such Class participations in the Loans of such Class made made, or Letter of Credit Liabilities of such Class held other obligations held, by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such time as shall be equitable to the end that all the Lenders of such Class 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). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (b) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. (c) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower or any of their Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) IfEach 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 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 than currency, against any principal of or interest on any of such Lender’s Loans or Reimbursement Obligations to such Borrower hereunder, or any other obligation of such Borrower hereunder, which is not paid when due (regardless of whether such balances are then due to such Borrower), 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 expressly the case may be) thereof, provided elsewhere hereinthat 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 all 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 Loans or other obligations in the amount of such participation. (b) If a Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class any Loan made by it (whether voluntaryunder this Agreement, involuntaryor on any other obligation then due to such Lender hereunder, through the exercise of any right of setoffset-off, banker’s lien, counterclaim or similar right, or otherwise) in excess of its ratable share otherwise (or other share contemplated hereunder) thereofthan pursuant to the terms hereof), it shall promptly notify the Administrative Agent (or the Multi-Currency Payment Agent or the Brazilian Administrative Agent, as the case may be) and purchase from the other Lenders of such Class participations in the Loans of such Class made made, or Letter of Credit Liabilities of such Class held other obligations held, by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such time as shall be equitable to the end that all the Lenders of such Class 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). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (bc) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. (cd) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower or any of their Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) IfEach 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 be entitled, at its option, to offset balances held by it or its affiliates for the account of the such Borrower at any of their offices, in Dollars or in any other than currency, against any principal of or interest on any of such Lender’s Loans or Reimbursement Obligations to such Borrower hereunder, or any other obligation of such Borrower hereunder, which is not paid when due (regardless of whether such balances are then due to such Borrower), in which case it shall promptly notify the Company, the relevant Borrower and the Administrative Agent (or the Multi-Currency Payment Agent, as expressly the case may be) thereof, provided elsewhere hereinthat 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 all 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 Loans or other obligations in the amount of such participation. (b) If a Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class any Loan made by it (whether voluntaryunder this Agreement, involuntaryor on any other obligation then due to such Lender hereunder, through the exercise of any right of setoffset-off, banker’s lien, counterclaim or similar right, or otherwise) in excess of its ratable share otherwise (or other share contemplated hereunder) thereofthan 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 of such Class participations in the Loans of such Class made made, or Letter of Credit Liabilities of such Class held other obligations held, by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such time as shall be equitable to the end that all the Lenders of such Class 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). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (bc) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. (cd) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower or any of their Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (ai) If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, it shall promptly notify the Administrative Agent and purchase from the other Lenders of such Class participations in the Loans of such Class made or Letter of Credit Liabilities of such Class held by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such that all the Lenders of such Class 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 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). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (bii) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. (ciii) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower or any of their Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) IfEach 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 be entitled, at its option, to offset balances held by it or its affiliates for the account of the such Borrower at any of their offices, in Dollars or in any other than currency, against any principal of or interest on any of such Lender’s Loans or Reimbursement Obligations to such Borrower hereunder, or any other obligation of such Borrower hereunder, which is not paid when due (regardless of whether such balances are then due to such Borrower), in which case it shall promptly notify the Company, the relevant Borrower and the Administrative Agent (or the Multi-Currency Payment Agent, as expressly the case may be) thereof, provided elsewhere hereinthat 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 all 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 Loans or other obligations in the amount of such participation. (b) If a Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class any Loan made by it (whether voluntaryunder this Agreement, involuntaryor on any other obligation then due to such Lender hereunder, through the exercise of any right of setoffset-off, banker’s lien, counterclaim or similar right, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, it shall promptly notify the Administrative Agent (or the Multi-Currency Payment Agent, as the case may be) and purchase from the other Lenders of such Class participations in the Loans of such Class made made, or Letter of Credit Liabilities of such Class held other obligations held, by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such time as shall be equitable to the end that all the Lenders of such Class 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). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (bc) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. (cd) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower or any of their Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) IfEach 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 be entitled, at its option, to offset balances held by it or its affiliates for the account of the such Borrower at any of their offices, in Dollars or in any other than currency, against any principal of or interest on any of such Lender's Loans or Reimbursement Obligations to such Borrower hereunder, or any other obligation of such Borrower hereunder, which is not paid when due (regardless of whether such balances are then due to such Borrower), in which case it shall promptly notify the Company, the relevant Borrower and the Administrative Agent 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 all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as expressly provided elsewhere herein, any fully as if such Lender were a direct holder of such Loans or other obligations in the amount of such participation. (b) If a Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class any Loan made by it (whether voluntaryunder this Agreement, involuntaryor on any other obligation then due to such Lender hereunder, through the exercise of any right of setoffset-off, banker's lien, counterclaim or similar right, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, it shall promptly notify the Administrative Agent and purchase from the other Lenders of such Class participations in the Loans of such Class made made, or Letter of Credit Liabilities of such Class held other obligations held, by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such time as shall be equitable to the end that all the Lenders of such Class 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). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (bc) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s 's lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower. (cd) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower or any of their Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.

Sharing of Payments; Waiver of Enforcement Without Consent, Etc. (a) IfThe Company 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 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 in any other than currency, against any principal of or interest on any of such Lender's Loans or Reimbursement Obligations to the Company hereunder, or any other obligation of the Company hereunder, which is not paid when due (regardless of whether such balances are then due to the Company), in which case it shall promptly notify the Company and the Administrative Agent thereof, provided that such Lender's failure to give such notice shall not affect the validity thereof. The Company agrees, to the fullest extent it may effectively do so under applicable law, that any Person purchasing a participation in the Loans made, or other obligations held, by another Person, whether or not acquired pursuant to the foregoing arrangements, may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as expressly provided elsewhere herein, any fully as if such Lender were a direct holder of Loans or other obligations in the amount of such participation. (b) If a Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class any Loan made by it (whether voluntaryunder this Agreement, involuntaryor on Credit Agreement any other obligation then due to such Lender hereunder, through the exercise of any right of setoffset-off, banker's lien, counterclaim or similar right, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, it shall promptly notify the Administrative Agent and purchase from the other Lenders of such Class participations in the Loans of such Class made made, or Letter of Credit Liabilities of such Class held other obligations held, by the other Lenders of such Class in such amounts, and make such other adjustments from time to time, such time as shall be equitable to the end that all the Lenders of such Class 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). The provisions of this paragraph shall not be construed to apply to (A) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.11), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. (bc) Nothing contained herein shall require any Lender to exercise any right of set-off, banker’s 's lien, counterclaim or similar right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthe Company. (cd) This Section 5.07 is for the benefit of the Lenders only and does not constitute a waiver of any rights against any Borrower the Company or any of their its Subsidiaries or against any property held as security for any obligations hereunder or under any other Basic Document.