Common use of Benefit of Set-Off Clause in Contracts

Benefit of Set-Off. The Company and the Borrowing Subsidiaries agree that each Participant shall be deemed to have the right of set-off provided pursuant to Section 12.10(a) in respect of its participating interest in amounts owing under the Credit Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Credit Documents, provided that each Lender shall retain the right of set-off provided in Section 12.10(a) with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in Section 12.10(a), agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with Section 12.10(b) as -115- 122 if each Participant were a Lender. Neither the Company nor any Borrowing Subsidiary is a party to the agreement among the Lenders and Participants set forth in the immediately preceding sentence, and such sentence may be amended without the consent of either the Company or any Borrowing Subsidiary.

Benefit of Set-Off. The Company and the Borrowing Subsidiaries agree that each Participant shall be deemed to have the right of set-off provided pursuant to Section 12.10(a) in respect of its participating interest in amounts owing under the Credit Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Credit Documents, provided that each Lender shall retain the right of set-off provided in Section 12.10(a) with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of set-off provided in Section 12.10(a), agrees to share with each Lender, any amount received pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with Section 12.10(b) as -115- 122 if each Participant were a Lender. Neither the Company nor any Borrowing Subsidiary is a party to the agreement among the Lenders and Participants set forth in the immediately preceding sentence, and such sentence may be amended without the consent of either the Company or any Borrowing Subsidiary.