Common use of Adjustments; Set-off Clause in Contracts

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoans and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender Bank (a "benefited Lender"“benefitted Bank”) shall at any time receive any payment of all or part of its LoansLoans then payable, or interest then payable thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7(g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of such other Lender's LoansBank’s Loans then payable, or interest then payable thereon, such benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other Lender's LoanBank’s Loans or such interest thereon, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender Bank so purchasing a portion of another Lender's Bank’s Loans or interest thereon may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Bank were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender member of a Purchaser Group (a "benefited Lender"“Benefited Purchaser Group”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), off or otherwise) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser Group, if any, in respect of such other Lender's LoansPurchaser Group’s Purchaser Group Invested Amount, or interest thereon, such benefited Lender Benefited Purchaser Group shall purchase for cash from the other Lenders a participating interest in Purchaser Group such portion of each such other Lender's LoanPurchaser Group’s interest in the Series 2010-6 Notes, or shall provide such other Lenders Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefited Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefited Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower ABRCF agrees that each Lender any Purchaser Group so purchasing a portion of another Lender's Loans Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Purchaser Group were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), a Bankruptcy Event or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees Credit Parties agree that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e11(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its LoansRatable Share of the Loan, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9.1(a)(viii), or otherwiseotherwise including pursuant to subsection (b) below), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Ratable Share of the Loan, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans ’s Ratable Share of the Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender member of a Purchaser Group (a "benefited Lender"“Benefited Purchaser Group”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), off or otherwise) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser Group, if any, in respect of such other Lender's LoansPurchaser Group’s Purchaser Group Invested Amount, or interest thereon, such benefited Lender Benefited Purchaser Group shall purchase for cash from the other Lenders a participating interest in Purchaser Group such portion of each such other Lender's LoanPurchaser Group’s interest in the Series 2015-3 Notes, or shall provide such other Lenders Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefited Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefited Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower ABRCF agrees that each Lender any Purchaser Group so purchasing a portion of another Lender's Loans Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Purchaser Group were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited “benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, or its participations in Letters of Credit, or interest thereon, or fees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e)7.1(g) or 8.8, or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, its participation in Letters of Credit, or interest thereon, or fees, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan’s Loans or fees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or its participation in Letters of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender or Transferee (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1(e)7, or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its LoansTerm Loan, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), a Bankruptcy Event or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Term Loan, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Term Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans ’s Term Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited “Benefited Lender") ”), shall at any time receive any payment of all or any part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9.1(h) or (i), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans, ’s Loans or interest thereon, such benefited Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender's Loan, or ’s Loans and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender agrees that or to the Lenders under a particular Facility, if any Lender (a "benefited “Benefited Lender"”) shall shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 7 receive any payment of all or part of its Loans, or interest thereonthe Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7.1(f), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefited Lender") shall at any time receive any payment of all or any part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9.1(h) or (i), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans, or interest thereonthereon (other than payments of principal or interest in respect of Competitive Bid Loans when no Default or Event of Default exists), such benefited Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender's LoanLoans, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, including rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans or Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in paragraph (5) of Section 7.1(e)9 hereof, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans’s Loans or Reimbursement Obligations owing to it, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, ’s Loans or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereofReimbursement Obligations owing to it, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations owing to it may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), a Bankruptcy Event or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its LoansCommitment Percentage of the Loan, or interest thereon, or receive any collateral Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8.1(f), or otherwise) in a greater proportion than any such payment to or collateral Collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Commitment Percentage of the Loan, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Commitment Percentage of the Loan, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral Collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans ’s Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a "benefited LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, PROVIDED that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 7.1(e)7, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited --------- Lender") shall at any time receive any payment of all or part of ------ its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7.1(f), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such -------- ------- excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereonthe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7.1(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees For purposes of clause (iii) of Section 2.21(a), a Benefited Lender that each Lender so purchasing acquires a portion of participation interest in another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off’s Obligations pursuant to this Section 9.7(a) with respect shall be deemed to have acquired such portion as fully as if participating interest on the earlier date(s) on which such Benefited Lender were acquired its Obligations to which the direct holder of such portionparticipating interest relates.

Adjustments; Set-off. (a) Each Lender agrees that Subject to the provisions of subsection 2.13(b), if any Lender Bank (a "benefited Lenderbenefitted Bank") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(esubsection 8(g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of such other Lender's LoansLoans or Reimbursement Obligations owing to it, or interest thereon, then such benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Bank such portion of each such other LenderBank's LoanLoans or the Reimbursement Obligations owing to it, or shall provide such other Lenders Bank with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Banks; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans Loan or the Reimbursement Obligations owing to it may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Bank were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited “Benefited Lender") ”), shall at any time receive any payment of all or any part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9.1(h) or (i), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender's ’s Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender's Loan’s Loans, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-set off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7(g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any relevant Lender (a "benefited “benefitted Lender"”) shall at any time receive any payment of all or part of any of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1(e)9, or otherwise) in a greater proportion than any such payment to or and collateral received by any other relevant Lender, if any, in respect of such other relevant Lender's Loans, ’s Loans or interest thereon, such benefited benefitted Lender shall purchase for cash from the other relevant Lenders a participating interest in such portion of each such other relevant Lender's Loan, ’s Loans or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the relevant Lenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Borrowers notice of any set-off; provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender or Transferee (a "benefited “benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1(e)7, or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender so purchasing a portion of another Lender's Loans ’s Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansRevolving Credit Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansRevolving Credit Loans or the Reimbursement Obligations owing to it, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest (or, at the option of such benefitted Lender, a direct interest) in such portion of each such other Lender's LoanRevolving Credit Loan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or fees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7(g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or fees, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoans, or fees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender member of a Purchaser Group (a "benefited Lender"“Benefitted Purchaser Group”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), off or otherwise) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser Group, if any, in respect of such other Lender's LoansPurchaser Group’s Purchaser Group Invested Amount, or interest thereon, such benefited Lender Benefitted Group Purchaser shall purchase for cash from the other Lenders a participating interest in Purchaser Group such portion of each such other Lender's LoanPurchaser Group’s interest in the Class A Investor Notes, or shall provide such other Lenders Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefitted Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefitted Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Issuer agrees that each Lender any Purchaser Group so purchasing a portion of another Lender's Loans Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Purchaser Group were the direct holder of such portion.

Adjustments; Set-off. (a) Each Except to the extent this Agreement (including amendments hereto), any other Credit Document or a court order expressly provides for payments to be allocated to the Administrative Agent or a particular Lender or Lenders, each Lender agrees that if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefited Lender") shall -------------------- ---------------- at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7(e), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, -------- however, that if all or any portion of such excess payment or benefits is ------- thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender or Transferee (a "benefited “benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1(e)7, or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender so purchasing a portion of another Lender's Loans ’s Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender Bank (a "benefited LenderBENEFITED BANK") shall at any time receive any payment of all or part of its LoansLoans or Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in paragraph (5) of Section 7.1(e)9 hereof, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, Bank in respect of such other LenderBank's LoansLoans or Reimbursement Obligations owing to it, or interest thereon, such benefited Lender Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other LenderBank's Loan, Loans or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereofReimbursement Obligations owing to it, as shall be necessary to cause such benefited Lender Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans or Reimbursement Obligations owing to it may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Bank were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7.1(f), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e)a Bankruptcy Event, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefited Lender") shall at any time receive any payment of all or any part of the principal of its Loans, or interest thereonLoans owing to such Lender, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(eSections 9.1(g) or (h), or otherwise) ), in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of the principal of such other Lender's LoansLoans to such other Lender, or interest thereon, such benefited Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender's LoanLoans, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Each Credit Party agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, including rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8.1(e), or otherwise) in a greater proportion than any such payment to or collateral Collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral Collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7.1(f), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefited Lender") -------------------- ---------------- shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7(e), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, -------- however, that if all or any portion of such excess payment or benefits is ------- thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a "benefited benefitted Lender") shall shall, at any time after the Loans have been declared to be due and payable pursuant to Section 7, receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(esubsection 7(f), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans portion of the Loan pursuant to this subsection 9.7(a) may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Lender") shall at any time receive any ---------------- payment of all or part of its Loans, Loans or interest thereon, or fees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7(g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, Loans or interest thereon, or fees, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoans or fees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such -------- ------- excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Revolving Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Revolving Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan’s Revolving Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Revolving Loans may exercise all rights of payment (including, without limitation, rights of set-offoff subject to paragraph (c) below), with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), a Bankruptcy Event or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-set off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefited Lender") shall at any time receive any payment of all or any part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9.1(h) or (i), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans, Loans or interest thereon, such benefited Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender's Loan, or Loans and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender or Transferee (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1(e)7, or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof then due and owing to such Lender (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations then due and owing to such other Lender, or interest thereon, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating (or, at the option of such Lender, a direct) interest in such portion of each such other Lender's LoanLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Except to the extent that this Agreement provides for payments to be allocated to a particular Lender agrees that or to the Lenders under a particular Facility, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereonthe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8(f), or otherwise) or any proceeds from Collateral (whether pursuant to the exercise of the rights of any Secured Party under the Security Agreements or under law or otherwise), in a greater proportion than any such payment to or collateral or proceeds of Collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or payment, benefits of such collateral or proceeds from Collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits or proceeds is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender agrees that or to the Lenders under a particular Facility, if any Lender (a "benefited “Benefitted Lender"”) shall shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 8, receive any payment of all or part of its Loans, or interest thereonthe Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), a Bankruptcy Event or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of any of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1(e)9, or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, Loans or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited BENEFITED" Lender") shall at any time receive any payment of all or part of its Loans, Exposure or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(eArticle X(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, Exposure or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanExposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, PROVIDED that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The , and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower agrees that each pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender so purchasing as consideration for the assignment of or sale of a portion participation in any of another Lender's its Loans may exercise all rights to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portionthis paragraph shall apply).

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender Purchaser (a "benefited LenderBenefitted Purchaser") shall at any time receive any payment of all or part in respect of its LoansSeries 1998-1 Invested Amount any distribution of principal, interest, Commitment Fees or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), off or otherwise) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser, if any, in respect of such other LenderPurchaser's LoansSeries 1998-1 Invested Amount, or interest thereon, such benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders a participating interest in Purchasers such portion of each such other LenderPurchaser's Loaninterest in the VFC Certificates, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefitted Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender Purchaser so purchasing a portion of another Lender's Loans the VFC Certificateholders' Interest may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Purchaser were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that Except as provided in subsection 2.14(d) with respect to the Loans of a Declining Bank, if any Lender Bank (a "benefited Lenderbenefitted Bank") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(esubsection 7.1(f), or otherwise) ), in a greater proportion than its Commitment Percentage of any such payment to or collateral received by any other LenderBank, if any, in respect of such other LenderBank's LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, such benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other LenderBank's LoanLoans owing to it, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest unless the benefitted Bank is required to pay interest thereon, in which case each Bank returning funds to the benefitted Bank shall pay its pro rata share of such interest. The Borrower agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Bank were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender Purchaser (a "benefited LenderBENEFITTED PURCHASER") shall at any time receive any payment of all or part in respect of its LoansSeries 2003-1 Invested Amount any distribution of principal, interest, Commitment Fees or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), off or otherwise) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser, if any, in respect of such other LenderPurchaser's LoansSeries 2003-1 Invested Amount, or interest thereon, such benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders a participating interest in Purchasers such portion of each such other LenderPurchaser's Loaninterest in the VFC Certificates, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefitted Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender Purchaser so purchasing a portion of another Lender's Loans the VFC Certificateholders' Interest may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Purchaser were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its LoansRatable Share of the Loan, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9.1(a)(viii), or otherwiseotherwise including pursuant to subsection (b) below), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansRatable Share of the Loan, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Ratable Share of the Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 7.1(e)described in SECTION 8.1(G) and (H) of the Securitization Loan Agreement Form, or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-set off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7.1(f), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited “Benefited Lender") ”), shall at any time receive any payment of all or any part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-–off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9.1(h) or (i), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans, ’s Loans or interest thereon, such benefited Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender's Loan, or ’s Loans and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-–off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7.l(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") ---------------- shall at any time receive any payment of all or part of its Revolving Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 7.1(e)7, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Revolving Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Revolving Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, -------- however, that if all or any portion of such excess payment or benefits ------- is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Except to the extent that this Agreement, any other Loan Document or a court order expressly provides for payments to be allocated to a particular Lender agrees that Party or to the Lender Parties, if any Lender Party (a "benefited Lender"“Benefited Lender Party”) shall at any time receive any payment of all or part of its Loans, the Credit Facility Obligations owing to it (other than in connection with an assignment or interest thereonparticipation made pursuant to the Loan Documents), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e7(e) or (f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other LenderLender Party, if any, in respect of Credit Facility Obligations owing to such other Lender's Loans, or interest thereonLender Party, such benefited Benefited Lender Party shall purchase for cash from the other Lenders Lender Parties a participating interest in such portion of Credit Facility Obligations owing to each such other Lender's LoanLender Party, or shall provide such other Lenders Lender Parties with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender Party to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLender Parties; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefited Lender Party, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion This Section 9.19(a) shall survive the termination of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portionthis Agreement.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender or Transferee (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1(e)7, or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefitted Lender") shall at any time receive any payment in respect of all or part of its LoansLoans or L/C Participating Interests (other than pursuant to subsections 3.8, 3.12, 3.13, 3.14, 3.15, 3.17, 10.8, 10.9 or 10.10(d)), or interest thereon, or receive any collateral in respect thereof or any amount under any guarantee in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1(e)8, or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or L/C Participating Interests, or interest thereon, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in Lender such portion of each such other Lender's LoanLoans or L/C Participating Interests, or shall provide such other Lenders Lender with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender so purchasing a portion of another Lender's Loans or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan’s Loan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Term Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Term Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Term Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Term Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender Bank (a "benefited LenderBENEFITTED BANK") shall at any time receive any payment of all or part of its LoansLoans or Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in paragraph (5) of Section 7.1(e)8 hereof, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, Bank in respect of such other LenderBank's LoansLoans or Reimbursement Obligations owing to it, or interest thereon, such benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other LenderBank's Loan, Loans or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereofReimbursement Obligations owing to it, as shall be necessary to cause such benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans or Reimbursement Obligations owing to it may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Bank were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e10(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Benefitted Lender") shall at any time receive any 76 77 payment of all or any part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e9.1(h) or (i), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans, Loans or interest thereon, such benefited Benefitted Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender's Loan, or Loans and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited Lender") shall at any time receive any payment of all or any part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(esection 9.1 (h) or (i), or otherwise) in a greater proportion than any such payment to or collateral and collat eral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall notify the Administrative Agent and shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest, unless the benefitted Lender is required to pay interest on the amount of the excess payment to be returned, in which case the other Lenders shall pay their pro rata share of such interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Revolving Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Revolving Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanRevolving Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Revolving Loans may exercise all rights of payment (including, without limitation, rights of set-offoff subject to paragraph (c) below), with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender Purchaser (a "benefited LenderBENEFITTED PURCHASER") shall at any time receive any payment of all or part in respect of its LoansSeries 1998-1 Invested Amount any distribution of principal, interest, Commitment Fees or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), off or otherwise) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser, if any, in respect of such other LenderPurchaser's LoansSeries 1998-1 Invested Amount, or interest thereon, such benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders a participating interest in Purchasers such portion of each such other LenderPurchaser's Loaninterest in the VFC Certificates, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefitted Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Company agrees that each Lender Purchaser so purchasing a portion of another Lender's Loans the VFC Certificateholders' Interest may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Purchaser were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e10(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(esubsection 7.1(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Loans owing to it, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest unless the benefited Lender is required to pay interest thereon, in which case each Lender returning funds to the benefited Lender shall pay its pro rata share of such interest. The Borrower Each of the Borrowers, jointly and severally agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e11(g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoanLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited benefitted -------------------------- ---------- Lender") shall at any time receive any payment of all or part of any of its Loans------- Loans owing to it under any Commitment, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events off or proceedings of the nature referred to in Section 7.1(eotherwise), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's Loans, Loans owing to it under such Commitment or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in Lender such portion of each such other Lender's Loansimilar Loans, or shall provide such other Lenders Lender with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold such Commitment; provided, however, that if all or any -------- ------- portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8.1(e), or otherwise) in a greater proportion than any such payment to or collateral Collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral Collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of any of its Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events off or proceedings of the nature referred to in Section 7.1(eotherwise), or otherwise) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's Loans, Loans or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in Lender such portion of each such other Lender's LoanLoans, or shall provide such other Lenders Lender with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that Except as provided in subsection 2.14(d) with respect to the 364 Day Loans of a Declining Bank, if any Lender Bank (a "benefited Lenderbenefitted Bank") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(esubsection 7.1(f), or otherwise) ), in a greater proportion than its Ratable Share of any such payment to or collateral received by any other LenderBank, if any, in respect of such other LenderBank's LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, such benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other LenderBank's LoanLoans owing to it, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest unless the benefitted Bank is required to pay interest thereon, in which case each Bank returning funds to the benefitted Bank shall pay its pro rata share of such interest. The Borrower Each of the Borrowers, jointly and severally agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Bank were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(esubsection 7.1(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Loans or the Reimbursement Obligations owing to it, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest unless the benefited Lender is required to pay interest thereon, in which case each Lender returning funds to the benefited Lender shall pay its pro rata share of such interest. The Borrower Each of the Borrowers, jointly and severally agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its LoansRatable Share of the Loan, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8.01(h), or otherwiseotherwise including pursuant to subsection (b) below), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Ratable Share of the Loan, or interest thereon, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower Xxxxxxxx agrees that each Lender so purchasing a portion of another Lender's Loans ’s Ratable Share of the Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited benefitted Lender") shall at any ----------------- time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 7.1(e)7, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, -------- ------- that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, limitation rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 7.1(e)9.1, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ' Loans, or interest thereon, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender member of a Purchaser Group (a "benefited Lender"“Benefited Purchaser Group”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), off or otherwise) in a 114 greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser Group, if any, in respect of such other Lender's LoansPurchaser Group’s Purchaser Group Invested Amount, or interest thereon, such benefited Lender Benefited Purchaser Group shall purchase for cash from the other Lenders a participating interest in Purchaser Group such portion of each such other Lender's LoanPurchaser Group’s interest in the Series 2015-3 Notes, or shall provide such other Lenders Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefited Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefited Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower ABRCF agrees that each Lender any Purchaser Group so purchasing a portion of another Lender's Loans Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Purchaser Group were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if any Lender (a "benefited LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(e8.1(e), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Set-off. (a) Each Lender agrees that if If any Lender Bank (a "“benefited Lender"Bank”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(esubsection 7.1(f), or otherwise) ), in a greater proportion than its Ratable Share of any such payment to or collateral received by any other LenderBank, if any, in respect of such other Lender's LoansBank’s Loans or the Reimbursement Obligations owing to it, or interest thereon, such benefited Lender Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other Lender's LoanBank’s Loans owing to it, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest unless the benefited Bank is required to pay interest thereon, in which case each Bank returning funds to the benefited Bank shall pay its pro rata share of such interest. The Borrower Each of the Borrowers, jointly and severally agrees that each Lender Bank so purchasing a portion of another Lender's Bank’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender Bank were the direct holder of such portion.