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 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 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 Companies agree 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 Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 12.1 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 12.1 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 setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 13.2 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 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 12.1 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 setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 13.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 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 DocumentsDocuments and any such setoff shall be applied to the Obligations, 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 setoffParticipant. 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 Borrowers agree 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 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 setoffset off. 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 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 SECTION 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 SECTION 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 hereofSECTION 11.1, 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 SECTION 11.2 as if each Participant were a Lender.

Benefit of Setoff. The Each 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 agree that each Participant ------------------ shall be deemed to have the right of setoff provided in Section 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 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 setoffParticipant. 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 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 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 setoffset off. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 SECTION 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 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.. ------------ -51-

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 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 AMENDED AND RESTATED CREDIT AGREEMENT (Clarx/Xxxdxx, Xxc.) Page 45 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 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 PROVIDED that each Lender shall retain the right of setoff provided in Section 12.1 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 setoffset-off. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 SECTION 11.2 as if each Participant were a Lender.

Benefit of Setoff. The Each 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.. 103

Benefit of Setoff. The Borrower agrees Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 12.1 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 12.1 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 setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 13.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 12.1 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 in Section 12.1 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 setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 13.2 as if each Participant were a Lender.

Benefit of Setoff. The 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 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 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 Companies agree 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 66 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 Borrowers agree 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 Company and the Borrower agrees agree that each Participant shall be deemed to have the right of setoff provided in Section 12.1 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 12.1 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 setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 13.2 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 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 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 setoffParticipant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 hereof------- 12.1, 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 Companies agree 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 92 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 Once the Borrower receives written notice of the sale of a participation to a Participant, the Borrower agrees that each such Participant shall be deemed to have the right of setoff provided in Section 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 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 setoffParticipant. 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 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 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 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 Each of the Borrowers 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 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 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.. 109 123

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 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 Each 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 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 and shall 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 setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 hereofSECTION 12.1, 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 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 SECTION 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 that each Lender shall retain the right of setoff provided in Section 12.1 hereof SECTION 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 hereofSECTION 11.1, 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 SECTION 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 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 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 12.1 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 setoffParticipant. ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 56 The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 10.1 hereof 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 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. ------------ 12.

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 116 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 agree that each Participant shall be deemed to have the right of setoff provided in Section 12.1 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 12.1 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 setoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1 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 12.2 13.2 as if each Participant were a Lender.. Sidley Xxxxxx Xxxxx & Xxxx 103

Benefit of Setoff. The Borrower agrees Companies agree 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.