Common use of Benefit of Setoff Clause in Contracts

Benefit of Setoff. The Companies 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 Companies Borrowers 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 offsetoff. 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 Companies agree Borrower agrees 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 offsetoff. 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 Companies agree Borrower agrees 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 Companies Borrowers agree 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 Companies 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 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 Companies agree Provided the Borrower has received written notice of the granting of the participation, the 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 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 Companies Borrowers 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 Companies 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 Companies 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 92 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 Companies 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.. 109 123

Benefit of Setoff. The Companies Company and the Borrower 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 offsetoff. 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 Companies agree Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 10.1 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 10.1 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. ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 56 The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1 10.1 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 10.1 hereof as if each Participant were a Lender.

Benefit of Setoff. The Companies Borrowers 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 offsetoff. 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 106 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 Companies agree Borrower agrees that each Participant that has notified the Borrower and the Agent in writing of its participating interests 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 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 Companies 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 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.. 103

Benefit of Setoff. The Companies 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 66 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 Companies Borrowers 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 104 114 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 offsetoff. 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 Companies Borrowers 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 offsetoff. 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.. Sidley Xxxxxx Xxxxx & Xxxx 103