Common use of Benefit of Setoff Clause in Contracts

Benefit of Setoff. The Borrower agrees that each Participant which has previously advised the Borrower in writing of its purchase of a participation in a Lender’s interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 in respect 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, including without limitation the obligation to advise, and to obtain the prior written consent of, the Required Lenders with respect to any exercise of such right of setoff. Each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant, provided that such Lender and Participant may not each setoff amounts against the same portion of the Obligations, so as to collect the same amount from the Borrower twice. 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, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

Benefit of Setoff. Upon selling any participating interest to a Participant pursuant to Section 12.2.1, each Lender will have the option to, but shall not be required to, give the Borrower and the Paying Agent written notice of the fact that it has made such a sale (without being required to specify the amount or any other information concerning the participating interest sold) and the name of the purchasing Participant (each Participant named in such a notice is hereinafter referred to as an "Acknowledged Participant"). The Borrower agrees that each Acknowledged Participant which has previously advised the Borrower in writing of its purchase of a participation in a Lender’s interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 as of the date of the Borrower's receipt of the aforementioned notice in respect 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, including without limitation the obligation to advise, and to obtain the prior written consent of, the Required Lenders with respect to any exercise of such right of setoff. Each provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Acknowledged Participant, provided that such Lender and Participant may not each setoff amounts against the same portion of the Obligations, so as to collect the same amount from the Borrower twice. The Lenders agree to share with each Acknowledged Participant, and each Acknowledged 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, such amounts to be shared in accordance with Section 11.2 as if each Acknowledged Participant were a Lender.

Benefit of Setoff. Upon selling any participating interest to a Participant pursuant to Section 12.2.1, each Lender will have the option to, but shall not be required to, give the Borrower and the Agent written notice of the fact that it has made such a sale (without being required to specify the amount or any other information concerning the participating interest sold) and the name of the purchasing Participant (each Participant named in such a notice is hereinafter referred to as an "Acknowledged Participant"). The Borrower agrees that each Acknowledged Participant which has previously advised the Borrower in writing of its purchase of a participation in a Lender’s interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 as of the date of the Borrower's receipt of the aforementioned notice in respect 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, including without limitation the obligation to advise, and to obtain the prior written consent of, the Required Lenders with respect to any exercise of such right of setoff. Each provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Acknowledged Participant, provided that such Lender and Participant may not each setoff amounts against the same portion of the Obligations, so as to collect the same amount from the Borrower twice. The Lenders agree to share with each Acknowledged Participant, and each Acknowledged 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, such amounts to be shared in accordance with Section 11.2 as if each Acknowledged Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant which has previously advised the Borrower in writing of its purchase of a participation in a Lender’s interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 in respect 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, including without limitation the obligation to advise, and to obtain the prior written consent of, the Required Lenders Administrative Agent with respect to any exercise of such right of setoff. Each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant, provided that such Lender and Participant may not each setoff amounts against the same portion of the Obligations, so as to collect the same amount from the Borrower twice. 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, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

Benefit of Setoff. The Borrower agrees that each Participant which has previously advised the Borrower in writing of its purchase of a participation in a Lender’s interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 SECTION 12.1 hereof in respect of 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, including without limitation the obligation to advise, and to obtain the prior written consent of, the Required Lenders with respect to any exercise of such right of setoff. Each PROVIDED that each Lender shall retain the right of setoff provided in Section 11.1 SECTION 12.1 hereof with respect to the amount of participating interests sold to each Participant, provided that Participant except to the extent such Lender and Participant may not each setoff amounts against the same portion exercises its right of the Obligations, so as to collect the same amount from the Borrower twicesetoff. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1SECTION 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 11.2 SECTION 12.2 hereof and SECTION 8 of the Collateral Sharing Agreement as if each Participant were a Lender.

Benefit of Setoff. Upon selling any participating interest to a Participant pursuant to Section 12.2.1, each Lender will have the option to, but shall not be required to, give the Borrower and the Administrative Agent written notice of the fact that it has made such a sale (without being required to specify the amount or any other information concerning the participating interest sold) and the name of the purchasing Participant (each Participant named in such a notice is hereinafter referred to as an "Acknowledged Participant"). The Borrower agrees that each Acknowledged Participant which has previously advised the Borrower in writing of its purchase of a participation in a Lender’s interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 as of the date of the Borrower's receipt of the aforementioned notice in respect 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, including without limitation the obligation to advise, and to obtain the prior written consent of, the Required Lenders with respect to any exercise of such right of setoff. Each provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Acknowledged Participant, provided that such Lender and Participant may not each setoff amounts against the same portion of the Obligations, so as to collect the same amount from the Borrower twice. The Lenders agree to share with each Acknowledged Participant, and each Acknowledged 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, setoff such amounts to be shared in accordance with Section 11.2 as if each Acknowledged Participant were a Lender.