Common use of Set Off and Sharing of Payments Clause in Contracts

Set Off 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, with the prior written consent of Administrative Agent, each Lender is hereby authorized at any time or from time to time, without notice to any Loan 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 any Loan Party or any Subsidiary of a Loan Party (regardless of whether such balances are then due to such Loan Party or such Subsidiary) and any other properties or assets any time held or owing by that Lender to or for the credit or for the account of any Loan Party or any Subsidiary of a Loan Party against and on account of any of the Obligations which are not paid when due. Any Lender exercising a right to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations shall purchase for cash (and the other Lenders shall sell) such participations in each such other Lender’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 in accordance with their respective Pro Rata Shares and in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations. Each Loan Party agrees, to the fullest extent permitted by law, that (a) 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 (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender 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. Each Lender agrees to promptly notify Borrower and Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect or impair the validity of such setoff and application or such Lender’s other rights under this Section 10.8.

Set Off and Sharing of Payments. In (a) Subject to Section 8.2(k), 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, with the prior written consent of Administrative Agent, each US Lender is hereby authorized by US Borrowers at any time or from time to time, without with reasonably prompt subsequent notice to US Borrower Representative (any Loan Party prior or to any other Person, any such contemporaneous notice being hereby expressly waived, ) to set off and to appropriate and to apply any and all (A) balances held by it such US Lender at any of its offices for the account of any Loan Party US Borrower or any Subsidiary of a Loan Party its Domestic Subsidiaries (regardless of whether such balances are then due to such Loan Party any US Borrower or such Subsidiaryits Domestic Subsidiaries), and (B) and any other properties or assets property at any time held or owing by that such US Lender to or for the credit or for the account of any Loan Party US Borrower or any Subsidiary of a Loan Party its Domestic Subsidiaries, against and on account of any of the Obligations which are Obligations; except that no US Lender shall exercise any such right without the prior written consent of US Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such US Lender to US Borrower Representative shall not paid when dueaffect the validity of such set off and application. Any US Lender exercising a right to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations shall purchase for cash (and the other US Lenders shall sell) such participations interests in each of such other US Lender’s Pro Rata Share of the US Obligations as would be necessary to cause such Lender all US Lenders to share the amount so set off or otherwise received with each other US Lender entitled to share in the amount so set off in accordance with their respective Pro Rata Shares and in accordance with the terms of this Agreement relating to the priority of the repayment of the ObligationsShares. Each Loan Party agreesUS Borrowers agree, to the fullest extent permitted by law, that (a) any US Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the US Obligations and may sell participations in upon doing so shall deliver such amount so set off to other the US Agent for the benefit of all US Lenders and holders and entitled to share in the amount so set off in accordance with their Pro Rata Shares. (b) Subject to Section 8.2(k), in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Canadian Lender so purchasing a participation in the Loans made is hereby authorized by Canadian Borrowers at any time or other Obligations from time to time, with reasonably prompt subsequent notice to Canadian Borrower Representative (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (A) balances held by such Canadian Lender at any of its offices for the account of any Canadian Borrower or any of its Canadian Subsidiaries (regardless of whether such balances are then due to any Canadian Borrower or its Canadian Subsidiaries), and (B) other Lenders may exercise all rights property at any time held or owing by such Canadian Lender to or for the credit or for the account of set-offany Canadian Borrower or any of its Canadian Subsidiaries, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder against and on account of any of the Loans and Canadian Obligations; except that no Canadian Lender shall exercise any such right without the other Obligations in the amount prior written consent of such participationCanadian Agent. Notwithstanding anything herein to 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-offcontrary, the purchase failure to give notice of participations by that Lender shall be rescinded and the purchase price restored without interest. Each Lender agrees to promptly notify Borrower and Administrative Agent after any such setoff set off and application made by such Lender, provided that the failure Canadian Lender to give such notice Canadian Borrower Representative shall not affect or impair the validity of such setoff set off and application or application. Any Canadian Lender exercising a right to set off shall purchase for cash (and the other Canadian Lenders shall sell) interests in each of such other Canadian Lender’s Pro Rata Share of the Canadian Obligations as would be necessary to cause all Canadian Lenders to share the amount so set off with each other rights under this Section 10.8Canadian Lender entitled to share in the amount so set off in accordance with their respective Pro Rata Shares. Canadian Borrowers agree, to the fullest extent permitted by law, that any Canadian Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Canadian Obligations and upon doing so shall deliver such amount so set off to the Canadian Agent for the benefit of all Canadian Lenders entitled to share in the amount so set off in accordance with their Pro Rata Shares.

Set Off and Sharing of Payments. 10.4.1 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, with the prior written consent of Administrative Agent, each Domestic Lender is hereby authorized by Domestic Borrower at any time or from time to time, without with prior written consent of Administrative Agent and with reasonably prompt subsequent notice to Borrower Representative (any Loan Party prior or contemporaneous notice to any other Person, any such notice Borrowers being hereby expressly waived, ) to set off and to appropriate and to apply any and all (a) balances held by it such Domestic Lender at any of its offices for the account of any Loan Party Domestic Borrower or any Subsidiary of a Loan Party its Subsidiaries (regardless other than Canadian Borrower and UK Borrowers)(regardless of whether such balances are then due to such Loan Party Borrower or such Subsidiaryits Subsidiaries), and (b) and any other properties or assets property at any time held or owing by that such Domestic Lender to or for the credit or for the account of any Loan Party Domestic Borrower or any Subsidiary of a Loan Party its Subsidiaries (other than Canadian Borrower and UK Borrowers), against and on account of any of the Obligations which are not paid when dueDomestic Obligations. Any Domestic Lender exercising a right to set off or otherwise receiving shall, to the extent the amount of any payment on account such set off exceeds its pro rata share of the Obligations in excess of its Pro Rata Share thereof in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations shall amount set off, purchase for cash (and the other Domestic Lenders shall sell) such participations interests in each such other Domestic Lender’s Pro Rata Share 's pro rata share of the Domestic Obligations as would be necessary to cause such Domestic Lender to share the amount so set off or otherwise received such excess with each other Domestic Lender in accordance with their respective Pro Rata Shares and in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligationspro rata shares. Each Loan Party Domestic Borrower agrees, to the fullest extent permitted by law, that (a) any Domestic Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share pro rata share of the Domestic Obligations and may sell participations upon doing so shall deliver such excess to Administrative Agent for the benefit of all Domestic Lenders, in accordance with the Domestic Revolving Loan Percentages and the outstanding principal amount of the Domestic Term Loan, as applicable, to be applied to the Domestic Obligations in the manner set forth in the second sentence of Section 3.3.1 with respect to the application of proceeds of Domestic Collateral. 10.4.2 In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such amount so rights, during the continuance of any Event of Default, Canadian Lender and each Canadian Participating Lender is hereby authorized by Canadian Borrower at any time or from time to time, with prior written consent of Canadian Agent and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to other Lenders appropriate and holders to apply any and all (a) balances held by Canadian Lender or such Canadian Participating Lender at any of its offices for the account of Canadian Borrower (regardless of whether such balances are then due to Canadian Borrower), and (b) other property at any time held or owing by Canadian Lender so purchasing or such Canadian Participating Lender to or for the credit or for the account of Canadian Borrower, against and on account of any of the Canadian Obligations. Canadian Lender, or any Canadian Participating Lender, exercising a participation right to set off shall, to the extent the amount of any such set off exceeds its Canadian Percentage of the amount set off, purchase for cash (and Canadian Lender and the Canadian Participating Lenders shall sell) interests in each such Lender's Canadian Percentage of the Loans made Canadian Obligations as would be necessary to cause Canadian Lender or other Obligations held such Canadian Participating Lender, as applicable, to share such excess with Canadian Lender and each Canadian Participating Lender in accordance with their respective Canadian Percentages of the Canadian Obligations. Canadian Borrower agrees, to the fullest extent permitted by other Lenders law, that Canadian Lender and any Canadian Participating Lender may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights its right to set off with respect to such participation as fully as if such Lender were a direct holder amounts in excess of its Canadian Percentage of the Loans Canadian Obligations and upon doing so shall deliver such excess to Canadian Agent for the other benefit of Canadian Lender and all Canadian Participating Lenders, in accordance with the Canadian Percentages, to be applied to the Canadian Obligations in the manner set forth in the second sentence of Section 3.3.1 with respect to the application of proceeds of Canadian Collateral. 10.4.3 In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, UK Lender and each UK Participating Lender is hereby authorized by UK Borrowers at any time or from time to time, with prior written consent of UK Agent and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by UK Lender or such UK Participating Lender at any of its offices for the account of UK Borrowers (regardless of whether such balances are then due to UK Borrowers), and (b) other property at any time held or owing by UK Lender or such UK Participating Lender to or for the credit or for the account of UK Borrowers, against and on account of any of the UK Obligations. UK Lender, or any UK Participating Lender, exercising a right to set off shall, to the extent the amount of any such participation. Notwithstanding the foregoing, if all or any portion set off exceeds its UK Percentage of the set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-set off, the purchase of participations by that for cash (and UK Lender shall be rescinded and the purchase price restored without interestUK Participating Lenders shall sell) interests in each such Lender's UK Percentage of the UK Obligations as would be necessary to cause UK Lender or such UK Participating Lender, as applicable, to share such excess with UK Lender and each UK Participating Lender in accordance with their respective UK Percentages. Each UK Borrower agrees, to the fullest extent permitted by law, that UK Lender agrees and any UK Participating Lender may exercise its right to promptly notify Borrower set off with respect to amounts in excess of its UK Percentage of the UK Obligations and Administrative upon doing so shall deliver such excess to UK Agent after any such setoff for the benefit of UK Lender and all UK Participating Lenders, in accordance with the UK Percentages, to be applied to the UK Obligations in the manner set forth in the second sentence of Section 3.3.1 with respect to the application made by such Lender, provided that the failure to give such notice shall not affect or impair the validity of such setoff and application or such Lender’s other rights under this Section 10.8proceeds of UK Collateral.

Set Off and Sharing of Payments. 10.4.1 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, with the prior written consent of Administrative Agent, each Domestic Lender is hereby authorized by Domestic Borrower at any time or from time to time, without with prior written consent of Administrative Agent and with reasonably prompt subsequent notice to Borrower Representative (any Loan Party prior or contemporaneous notice to any other Person, any such notice Borrowers being hereby expressly waived, ) to set off and to appropriate and to apply any and all (a) balances held by it such Domestic Lender at any of its offices for the account of any Loan Party Domestic Borrower or any Subsidiary of a Loan Party its Subsidiaries (regardless other than Canadian Borrower)(regardless of whether such balances are then due to such Loan Party Borrower or such Subsidiaryits Subsidiaries), and (b) and any other properties or assets property at any time held or owing by that such Domestic Lender to or for the credit or for the account of any Loan Party Domestic Borrower or any Subsidiary of a Loan Party its Subsidiaries (other than Canadian Borrower), against and on account of any of the Obligations which are not paid when dueDomestic Obligations. Any Domestic Lender exercising a right to set off or otherwise receiving shall, to the extent the amount of any payment on account such set off exceeds its pro rata share of the Obligations in excess of its Pro Rata Share thereof in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations shall amount set off, purchase for cash (and the other Domestic Lenders shall sell) such participations interests in each such other Domestic Lender’s Pro Rata Share pro rata share of the Domestic Obligations as would be necessary to cause such Domestic Lender to share the amount so set off or otherwise received such excess with each other Domestic Lender in accordance with their respective Pro Rata Shares and in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligationspro rata shares. Each Loan Party Domestic Borrower agrees, to the fullest extent permitted by law, that (a) any Domestic Lender or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share pro rata share of the Domestic Obligations and may sell participations upon doing so shall deliver such excess to Administrative Agent for the benefit of all Domestic Lenders, in accordance with the Domestic Revolving Loan Percentages and the outstanding principal amount of the Domestic Term Loan, as applicable, to be applied to the Domestic Obligations in the manner set forth in subsections (b)-(d) of Section 3.3.1 with respect to the application of proceeds of Domestic Collateral. 10.4.2 In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such amount so rights, during the continuance of any Event of Default, Canadian Lender and each Canadian Participating Lender is hereby authorized by Canadian Borrower at any time or from time to time, with prior written consent of Canadian Agent and with reasonably prompt subsequent notice to Borrower Representative (any prior or contemporaneous notice to Borrowers being hereby expressly waived) to set off and to other Lenders appropriate and holders to apply any and all (a) balances held by Canadian Lender or such Canadian Participating Lender at any of its offices for the account of Canadian Borrower (regardless of whether such balances are then due to Canadian Borrower), and (b) other property at any time held or owing by Canadian Lender so purchasing or such Canadian Participating Lender to or for the credit or for the account of Canadian Borrower, against and on account of any of the Canadian Obligations. Canadian Lender, or any Canadian Participating Lender, exercising a participation right to set off shall, to the extent the amount of any such set off exceeds its Canadian Percentage of the amount set off, purchase for cash (and Canadian Lender and the Canadian Participating Lenders shall sell) interests in each such Lender’s Canadian Percentage of the Loans made Canadian Obligations as would be necessary to cause Canadian Lender or other Obligations held such Canadian Participating Lender, as applicable, to share such excess with Canadian Lender and each Canadian Participating Lender in accordance with their respective Canadian Percentages of the Canadian Obligations. Canadian Borrower agrees, to the fullest extent permitted by other Lenders law, that Canadian Lender and any Canadian Participating Lender may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights its right to set off with respect to such participation as fully as if such Lender were a direct holder amounts in excess of its Canadian Percentage of the Loans Canadian Obligations and upon doing so shall deliver such excess to Canadian Agent for the other benefit of Canadian Lender and all Canadian Participating Lenders, in accordance with the Canadian Percentages, to be applied to the Canadian Obligations in the amount manner set forth in subsections (b)-(d) of such participation. Notwithstanding Section 3.3.1 with respect to the foregoing, if all or any portion application of the set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right proceeds of set-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest. Each Lender agrees to promptly notify Borrower and Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect or impair the validity of such setoff and application or such Lender’s other rights under this Section 10.8Canadian Collateral.

Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law Applicable Law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of Administrative Agent, each Lender is hereby authorized by Borrowers at any time or from time to time, without with reasonably prompt subsequent notice to Borrowers (any Loan Party prior or to any other Person, any such contemporaneous notice being hereby expressly waived, ) to set off and to appropriate and to apply any and all (i) (A) balances held by it any Lender at any of its offices for the account of any Loan Party Canadian Borrower or any Subsidiary of a other Canadian Loan Party (regardless of whether such balances are then due to such Loan Party Canadian Borrower, or such Subsidiary) and any other properties or assets Canadian Loan Party), and (B) other property at any time held or owing by that any Lender to or for the credit or for the account of Canadian Borrower, or any other Canadian Loan Party, and (ii) (A) balances held by such Lender at any of its offices for the account of US Borrower or any US Loan Party (regardless of whether such balances are then due to US Borrower or any Subsidiary other US Loan Party), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of a US Borrower or any other US Loan Party Party, against and on account of any of the Obligations which are (or, in the case of clause (i), against and on account of the Canadian Obligations); except that no Lender shall exercise any such right without the prior written consent of Agent. Notwithstanding anything herein to the contrary, the failure to give notice of any set off and application made by such Lender to applicable Borrower(s) shall not paid when dueaffect the validity of such set off and application. Any Lender exercising a right to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations shall purchase for cash (and the other Lenders shall sell) such participations interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause such Lender all Lenders to share the amount so set off or otherwise received with each other Lender entitled to share in the amount so set off in accordance with their respective Pro Rata Shares and in accordance with the terms of this Agreement relating to the priority of the repayment of the ObligationsShares. Each Loan Party agreesBorrowers agree, to the fullest extent permitted by law, that (a) 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 upon doing so shall deliver such amount so set off to other Agent for the benefit of all Lenders and holders and (b) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect entitled to such participation as fully as if such Lender were a direct holder of the Loans and the other Obligations share in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the set-so 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. Each Lender agrees to promptly notify Borrower and Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect or impair the validity of such setoff and application or such Lender’s other rights under this Section 10.8in accordance with their Pro Rata Shares.