Waiver of Set-Offs; Sharing of Set-Offs. (a) Each Lender hereby waives any right of set-off against the Obligations it has with respect to any deposit account of Borrower, its Subsidiaries or Affiliates maintained with such Lender or any other account or property of Borrower, its Subsidiaries or its Affiliates held by such Lender other than the Collateral; provided however, that the within waiver is not intended, and shall not be deemed, to waive any right of set-off (i) any Lender has with respect to any account required to be maintained pursuant to this Agreement or any other Loan Document or (ii) arising other than pursuant to this Agreement, the Collateral Documents or the other Loan Documents. (b) As to any set-off permitted pursuant to Section 9.4(a) above, each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to the Obligations held by such other Lender, such Lender receiving such proportionately greater payment shall promptly purchase such participation in the Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Obligations held by Lenders shall be shared by Lenders based upon each Lender's Pro Rata Share; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of Borrower other than the Obligations. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participation.
Appears in 2 contracts
Samples: Credit Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc)
Waiver of Set-Offs; Sharing of Set-Offs. (a) Each Lender hereby waives any right of set-off against the Obligations it has with respect to any deposit account of Borrower, its Subsidiaries or Affiliates maintained with such Lender or any other account or property of Borrower, its Subsidiaries or its Affiliates held by such Lender other than the CollateralLender; provided however, that the within waiver is not intended, and shall not be deemed, to waive any right of set-off (i) any Lender has with respect to any account required to be maintained pursuant to this Agreement or any other Loan Document or (ii) arising other than pursuant to this Agreement, the Collateral Documents Agreement or the other Loan Documents.
(b) As to any set-off permitted pursuant to Section 9.4(a8.4(a) above, each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to the Obligations held by such other Lender, such Lender receiving such proportionately greater payment shall promptly purchase such participation in the Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Obligations held by Lenders shall be shared by Lenders based upon each Lender's Pro Rata Share; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of Borrower other than the Obligations. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a the Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participation.
Appears in 1 contract
Waiver of Set-Offs; Sharing of Set-Offs. (a) Each Lender hereby waives any right of set-off against the Obligations it has with respect to any deposit account of Borrower, its Subsidiaries or Affiliates maintained with such Lender or any other account or property of Borrower, its Subsidiaries or its Affiliates held by such Lender other than the Collateral; provided however, that the within waiver is not intended, and shall not be deemed, to waive any right of set-off (i) any Lender has with respect to any account required to be maintained pursuant to this Agreement or any other Loan Document or (ii) arising other than pursuant to this Agreement, the Collateral Documents or the other Loan Documents.
(b) As to any set-off permitted pursuant to Section 9.4(a) above, each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Obligations held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to the Obligations held by such other Lender, such Lender receiving such proportionately greater payment shall promptly purchase such participation in the Obligations held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Obligations held by Lenders shall be shared by Lenders based upon each Lender's Pro Rata Share; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of Borrower other than the Obligations. Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower in the amount of such participation.. 69
Appears in 1 contract
