Common use of Benefit of Setoff Clause in Contracts

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- that each Participant shall be deemed to have the right of setoff provided in Section 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 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 set off. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 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 11.2 as if each Participant were a Lender. -------------

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each ----------------- Participant shall be deemed to have the right of setoff provided in Section 11.1 hereof ------------ 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 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 set offParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 as if each Participant were a Lender. ------------------------- -51-

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each Participant shall be ------------------- deemed to have the right of setoff provided in Section 11.1 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 11.1 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 set offsetoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 12.2 as if each Participant were a Lender. --------------- ------------- 13.3

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each Participant shall be ------------------ deemed to have the right of setoff provided in Section 11.1 hereof 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 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 set offParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 as if each Participant were a Lender. -------------

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- that each ----------------- Participant shall be deemed to have the right of setoff provided in Section 11.1 hereof ------------ 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 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 set offParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 as if each Participant were a Lender. -------------------------

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each Participant shall be ------------------- deemed to have the right of setoff provided in Section 11.1 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 11.1 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 set offsetoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 12.2 as if each Participant were a Lender. -------------

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each Participant ------------------- shall be deemed to have the right of setoff provided in Section 11.1 hereof 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 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 set offParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 as if each Participant were a Lender. -------------

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each Participant ----------------- shall be deemed to have the right of setoff provided in Section 11.1 hereof 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 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 set offParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 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 ------- 11.2 as if each Participant were a Lender. -----------------

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each Participant shall be ------------------- deemed to have the right of setoff provided in Section 11.1 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 11.1 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 set offsetoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 12.2 as if each Participant were a Lender. -------------------------- 13.3

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- that each Participant shall ----------------- be deemed to have the right of setoff provided in Section 11.1 13.1 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 11.1 13.1 hereof with respect to the ------------ amount of participating interests ------------- sold to each Participant except to the extent such Participant exercises its right of set off. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 13.1 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 11.2 13.2 as if each Participant were a Lender. -------------------------

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree Borrower agrees that ----------------- that each Participant shall be deemed to have the right of setoff provided in Section 11.1 hereof 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 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 set offParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 as if each ------------ Participant were a Lender. -------------12.3.

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- that Borrower agrees each Participant ----------------- (where Borrower has received at least thirty (30) days' prior notice of the existence of such Participant) shall be deemed to have the right of setoff provided in Section 11.1 hereof 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 that each Lender shall retain the right of setoff provided -------- in Section 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 set offParticipant. The Lenders agree to share with each such Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 as if each such ------------ Participant were a Lender. -------------.

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each ----------------- Participant shall be deemed to have the right of setoff provided in Section 11.1 hereof ------------ 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 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 set offParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 as if each Participant were a Lender. ------------------------- 12.3.

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Borrower agrees that each ----------------- Participant shall be deemed to have the right of setoff provided in Section 11.1 hereof ------------ 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 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 set offParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 ------------ 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 11.2 as if each Participant were a Lender. -------------------------

Benefit of Setoff. The Borrowers and the Subsidiary Obligors agree ----------------- Each Borrower agrees that each Participant shall ----------------- be deemed to have the right of setoff provided in Section 11.1 12.1 hereof 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 -------- that each Lender shall retain the right of setoff provided -------- in Section 11.1 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 set offsetoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 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 11.2 12.2 as if each Participant were a Lender. -------------------------