Setoff. In addition to any rights and remedies of provided by law, upon the occurrence and during the continuance of any Event of Default and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.
Setoff. In addition to any rights and remedies of the provided by law, upon the occurrence and during the continuance of any Event of Default and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender;; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.
SECTION # Setoff. In addition to any rights and remedies of the provided by law,Law, upon the occurrence and during the continuance of any Event of Default andDefault, after obtaining the makingprior written consent of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02,Agent, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each other Loan PartyParty) to the fullest extent permitted by law,Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Loan Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness.Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of [Section 2.15] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the BorrowersBorrower and the Administrative Agent after any such set-set off and application made by such Lender; provided, however,provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08]9.09] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent,Agent and such Lender and their respective Affiliates may have.
Section # Setoff. In addition to any rights and remedies of the provided by law,Law, upon the occurrence and during the continuance of any Event of Default and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02,Default, each Lender and eachits Affiliates (and the Collateral Agent, in respect of their respective Affiliatesany unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to any Loan Party,the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by law,applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrativesuch Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness.Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the , and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the BorrowersBorrower and the Administrative Agent after any such set-set off and application made by such Lender; provided, however,provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender and their respective Affiliates under this [Section 11.08][Section 10.09] are in addition to other rights and remedies (including, without limitation,(including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender and their respective Affiliates may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Setoff. In addition to any rights and remedies of provided by law, upon the occurrence and during the continuance of anySet-off. If an Event of Default shall have occurred and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02,be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)final, in whatever currency) at any time held by,held, and other Indebtednessobligations (in whatever currency) at any time owing by,owing, by such Lender or any such Affiliate, to or for the credit or the account of the respective Loan PartiesBorrower against any and all Obligations owingof the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder or under any other Loan Document, now or hereafter existing,its respective Affiliates, irrespective of whether or not the Administrative Agentsuch Lender or such LenderAffiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligationsobligations of the Borrower may be contingent or unmatured or denominated inare owed to a currencybranch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the applicable depositAdministrative Agent and the [[Organization A:Organization]], and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or Indebtedness.its respective Affiliates may have. Each Lender agrees promptly to notify the BorrowersBorrower and the Administrative Agent promptly after any such set-offsetoff and application made by such Lender; provided, however,application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.
Setoff. In addition to any rights and remedies of the Lenders provided by law,Law, upon the occurrence and during the continuance of any Event of Default and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02,Default, each Agent, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to anythe Loan Party,Parties, any such notice being waived by the Loan Parties (on its own behalf and on behalf of each Loan Partyof its Subsidiaries) to the fullest extent permitted by law,applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender and such Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent, such Lender and such Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrativesuch Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness.Indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of [Section 2.18] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff; provided, further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation”, no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Lender agrees promptly to notify the BorrowersBorrower and the Administrative Agent after any such set-set off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrativeeach Agent and each Lender and their respective Affiliates under this [Section 11.08]10.09] are in addition to other rights and remedies (including, without limitation,(including other rights of setoff) that the Administrative Agent,such Agent and such Lender and their respective Affiliates may have.
Setoff. In addition to any rights and remedies of provided by law, upon the occurrence and during the continuance of anySection #2Setoff. If an Event of Default and the making of the request or the granting of the consent specified by Section 9.02 to authorize theexists, Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02, each Lender and each of their respective Affiliates is authorizedshall have the right to set off against the Obligations under the Loan Documents, at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by law, to set off and applyBorrower, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time held by, and other Indebtedness at any timecredited by or owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not thefrom Administrative Agent or such Lender to Borrower whether or not the Obligations under the Loan Documents are then due; provided that in the event that any Defaulting Lender shall have made demand under this Agreement orexercise any such right of setoff: # all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 12.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other Loan Documentfunds and althoughdeemed held in trust for the benefit of Secured Parties; and # such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. EachDefaulting Lender agreesshall provide promptly to notify the Borrowers and the Administrative Agent after anya statement describing in reasonable detail the Obligations under the Loan Documents owing to such set-Defaulting Lender as to which it exercised such right of setoff. Each amount set off shall be paid to Administrative Agent for application to the Obligations under the Loan Documents in the order set forth in Section 10.3. As further security for the Obligations, Borrower hereby grants to Secured Parties a security interest in all money, instruments, and application madeother Property of Borrower now or hereafter held by Administrative Agent or such Lender; provided, however, that the failureLender, including, without limitation, Property held in safekeeping. In addition to give such notice shall not affect the validityAdministrative Agent’s and each Lender’s right of such setoff and application.as further security for the Obligations, Borrower hereby grants to Secured Parties a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of Borrower now or hereafter on deposit with or held by Administrative Agent or such Lender and all other sums at any time credited by or owing from Administrative Agent or such Lender to Borrower. The rights and remedies of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08]hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) that thewhich Administrative Agent,Agent or such Lender and their respective Affiliates may have.
Section # Setoff. In addition to any rights and remedies of provided by law, upon the occurrence and during the continuance of anyIf an Event of Default shall have occurred and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02,be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by law,applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)final, in whatever currency) at any time held by, and other Indebtednessobligations (in whatever currency) at any time owing by,by such Lender or any such Affiliate to or for the credit or the account of the respectiveBorrower or any other Loan PartiesParty against any and all Obligations owingof the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender hereunder or under any other Loan Document, now or hereafter existing,its respective Affiliates, irrespective of whether or not the Administrative Agentsuch Lender or such LenderAffiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligationsobligations of the Borrower or such Loan Party may be contingent or unmatured or denominated inare owed to a currencybranch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the applicable depositAdministrative Agent and the Lenders, and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or Indebtedness.its respective Affiliates may have. Each Lender agrees to promptly to notify the BorrowersBorrower and the Administrative Agent after any such set-offsetoff and application made by such Lender; provided, however,Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.
Setoff. In addition to any rights and remedies of provided by law, upon the occurrence and during the continuance of anyIf an Event of Default shall have occurred and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02,be continuing, each Lender and each of their respectiveits Affiliates is hereby authorized at any time and from time to time, withoutafter obtaining the prior notice to any Loan Party, any such notice being waived by each Loan Partywritten consent of the [[Administrative Agent:Organization]], to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)final, in whatever currency) at any time held by, and other Indebtednessobligations (in whatever currency) at any time owing by,by such Lender or any such Affiliate to or for the credit or the account of the respective or any other Loan PartiesParty against any and all Obligations owing toof the obligations of the or such Lender hereunderother Loan Party now or hereafter existing under this Agreement or any other Loan Document, now or hereafter existing,Document to such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligationsobligations of the or such Loan Party may be contingent or unmatured or denominated inare owed to a currencybranch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the [[Administrative Agent:Organization]] for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the applicable deposit[[Administrative Agent:Organization]] and the Lenders, and # the Defaulting Lender shall provide promptly to the [[Administrative Agent:Organization]] a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or Indebtedness.its Affiliates may have. Each Lender agrees promptly to notify the Borrowers and the [[Administrative AgentAgent:Organization]] promptly after any such set-offsetoff and application made by such Lender; provided, however,application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.
SECTION # Right of Setoff. In addition to any rights and remedies of provided by law, upon the occurrence and during the continuance of anyIf an Event of Default shall have occurred and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 9.02,be continuing, each Lender and each of their respectiveits Affiliates is hereby authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtednessobligations at any time owing by,by such Lender or Affiliate to or for the credit or the account of the respective Loan PartiesBorrower against any of and all Obligations owing to such Lender hereunder or under any other Loan Document,the obligations of the Borrower now or hereafter existing,existing under this Agreement held by such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligationsobligations may be contingent or unmatured or denominatedunmatured. The rights of each Lender under this [Section 9.08] are in a currency differentaddition to other rights and remedies (including other rights of setoff) which such Lender may have; provided that in the event that any Defaulting Lender exercises any such right of setoff, # all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of [Section 2.18] and, pending such payment, will be segregated by such Defaulting Lender from thatits other funds and deemed held in trust for the benefit of the applicable deposit or Indebtedness.Administrative Agent and the and # the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrowers and the Administrative AgentBorrower after any such set-offsetoff and application made by such Lender; provided, however,provided further, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this [Section 11.08] are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.
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