If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders, 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, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the L/C Issuer or such Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer 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 2.15 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, the L/C Issuer 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, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under Applicable Law. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
If an Event of Default shall have occurred and be continuing, each Lender, theeach L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders, to the fullest extent permitted by Applicable Lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, thesuch L/C Issuer or any such Affiliate to or for the credit or the account of the BorrowerBorrowers or any other Loan Party against any and all of the obligations of the BorrowerBorrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, theLender or such L/C Issuer or suchtheir respective Affiliates, irrespective of whether or not such Lender, thesuch L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the BorrowerBorrowers or such Loan Party may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch, office or Affiliate of such Lender or thesuch L/C Issuer different from the branch, officeoffice, 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[Section 2.1516] 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 IssuerIssuers 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, theeach L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, thesuch L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and theeach L/C Issuer agrees to notify the BorrowerBorrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
. If an Event of Default shall have occurred and be continuing, each Lender, theLender and each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such AffiliateLender to or for the credit or the account of theany Borrower or any other Loan Party against any and all of the obligations of thesuch Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, theLender or such L/C Issuer or suchtheir respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of thesuch Borrower or such Loan Party may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch, office or Affiliate of such Lender or thesuch L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; providedprovided, 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 2.1519 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 IssuerIssuers 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, theeach L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, thesuch L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and theeach L/C Issuer agrees to notify the BorrowerCompany and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders, to the fullest extent permitted by Applicable Lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender,Lender or the L/C Issuer or such Affiliates,Issuer, irrespective of whether or not such Lender,Lender or the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch,branch or office or Affiliate of such Lender or the L/C Issuer different from the branch,branch or 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[Section 2.1515] 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 IssuerAgent 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, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of theany Borrower or any other Loan Party against any and all of the obligations of thesuch Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender,Lender or the L/C Issuer or such Affiliates,Issuer, irrespective of whether or not such Lender,Lender or the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of thesuch Borrower or such Loan Party may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch,branch or office or Affiliate of such Lender or the L/C Issuer different from the branch,branch or 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 2.15 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, the L/C Issuer 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.indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and the L/C Issuer agrees to notify the BorrowerCompany and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
Right of Setoff If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders,Administrative Agent, to the fullest extent permitted by Applicable LawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of theany Borrower or any other Loan Party against any and all of the obligations of thesuch Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender,Lender or the L/C Issuer or such Affiliates,Issuer, irrespective of whether or not such Lender,Lender or the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of thesuch Borrower or such Loan Party may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch,branch or office or Affiliate of such Lender or the L/C Issuer different from the branch,branch or office or Affiliate holding such deposit or obligated on such indebtedness; providedindebtedness 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[Section 2.1516] 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 IssuerAgent 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, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and the L/C Issuer agrees to notify the Borrower​ and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders,Administrative Agent, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender,Lender or the L/C Issuer or such Affiliates,Issuer, irrespective of whether or not such Lender,Lender or the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch,branch or office or Affiliate of such Lender or the L/C Issuer different from the branch,branch or 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 2.15 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, the L/C Issuer 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.indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, theeach L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders,Administrative Agent, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, thesuch L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan PartyBorrowers against any and all of the obligations of the Borrower or such Loan PartyBorrowers now or hereafter existing under this Agreement or any other Loan Document to such Lender, theLender or such L/C Issuer or such Affiliates,Issuer, irrespective of whether or not such Lender, theLender or such L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan PartyBorrowers may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch,branch or office or Affiliate of such Lender or thesuch L/C Issuer different from the branch, officeoffice, or Affiliate holding such deposit or obligated on such indebtedness; providedprovided, 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 2.1516 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 IssuerAgent 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, theeach L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, thesuch L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and theeach L/C Issuer agrees to notify the BorrowerPartnership and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
If an Event of Default shall have occurred and be continuing, each Lender, theeach L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders,Domestic Administrative Agent, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, thesuch L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other LoanCredit Party against any and all of the obligations of thesuch Borrower or such LoanCredit Party now or hereafter existing under this Agreement or any other LoanCredit Document to such Lender, theLender or such L/C Issuer or such Affiliates,(it being understood and agreed that the right of set off granted hereunder with respect to the Canadian Borrower may be exercised only up to the aggregate amount of the Canadian Obligations), irrespective of whether or not such Lender, theLender or such L/C Issuer or Affiliate shall have made any demand under this Agreement or any other LoanCredit Document and although such obligations of the BorrowerBorrowers or such LoanCredit Party may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch,branch or office or Affiliate of such Lender or thesuch L/C Issuer different from the branch,branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided thatprovided, 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 Domestic 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, the L/C IssuerAgents and the Lenders,Lenders and # the Defaulting Lender shall provide promptly to the Administrative AgentAgents 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, theeach L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, thesuch L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and theeach L/C Issuer agrees to notify the BorrowerBorrowers and the Administrative AgentAgents promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
IfSection # Right of Setoff. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, if an Event of Default shall have occurred and be continuing, each Lender, theeach L/C IssuerIssuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders, to the fullest extent permitted by Applicable Lawapplicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time heldheld, and other obligations (in whatever currency) at any time owingowing, by such Lender, thesuch L/C Issuer or any such AffiliateAffiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, theLender or such L/C Issuer or suchtheir respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured,unmatured or are owed to a branch, office or Affiliate of such Lender or thesuch L/C Issuer 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[Section 2.1514] 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 IssuerIssuers, 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, theeach L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, thesuch L/C Issuer or their respective Affiliates may have under Applicable Law.have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
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