Common use of Benefit of Setoff Clause in Contracts

Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in SECTION 12.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED that each Lender shall retain the right of setoff provided in SECTION 12.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees Borrowers and the Guarantors agree that each Participant shall be deemed to have the right of setoff provided in SECTION Section 12.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED provided that each Lender shall retain the right of setoff provided in SECTION Section 12.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoffset off. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION Section 12.1 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 Section 11.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant which has been identified as such to the Borrower in writing shall be deemed to have the right of setoff provided in SECTION 12.1 hereof 11.1 in respect to of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents; PROVIDED, PROVIDED that each Lender shall retain the right of setoff provided in SECTION 12.1 hereof 11.1 with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoffParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 hereof11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 11.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in SECTION 12.1 11.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED provided that each Lender shall retain the right of setoff provided in SECTION 12.1 11.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoffset off. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 11.1 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 11.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in SECTION 12.1 11.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED that each Lender shall retain the right of setoff provided in SECTION 12.1 11.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoffset-off. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 11.1 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 11.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in SECTION 12.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED that each Lender shall retain the right of setoff provided in SECTION 12.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 hereof, agrees to share with each LenderLender (and, if applicable under the Collateral Sharing Agreement, the Noteholder), any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 hereof and SECTION 8 of the Collateral Sharing Agreement as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have and shall have the right of setoff provided in SECTION 12.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED that each Lender shall retain the right of setoff provided in SECTION 12.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 hereof12.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant ----------------- shall be deemed to have the right of setoff provided in SECTION 12.1 Section 11.1 hereof and of each Related Facility Credit Agreement in respect to of its participating interest in amounts owing under the Loan Combined Credit Facilities Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Combined Credit Facilities Documents, PROVIDED provided that each Lender shall retain the right of setoff provided in SECTION 12.1 Section 11.1 hereof and of each Related Facility Credit Agreement with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoffParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 hereofSection 11.1hereof and of each Related Facility Credit Agreement, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 Section 11.2 hereof and of each Related Facility Credit Agreement as if each Participant were a Lender.

Benefit of Setoff. The Borrower Each of the Borrowers agrees that each Participant shall be deemed to have the right of setoff provided in SECTION 12.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED that each Lender shall retain the right of setoff provided in SECTION 12.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in SECTION Section 12.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED provided 116 that each Lender shall retain the right of setoff provided in SECTION Section 12.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION Section 12.1 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION Section 12.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in SECTION 12.1 hereof 11.1 in respect to of its participating interest in amounts owing under the Loan Credit Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Credit Documents, PROVIDED provided that each Lender shall retain the right of setoff provided in SECTION 12.1 hereof 11.1 with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoffParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff PROVIDED in SECTION 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, provided in SECTION 12.1 hereof11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 11.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in SECTION 12.1 hereof in respect to its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, PROVIDED provided that each Lender shall retain the right of setoff provided in SECTION 12.1 hereof with respect to the amount of participating interests sold to each Participant except to the extent such Participant exercises its right of setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 12.1 hereof, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 12.2 as if each Participant were a Lender.