Common use of Adjustments; Setoff Clause in Contracts

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee (a "Benefitted Obligee") shall at any time receive any payment of all or part of its Secured Instrument(s), or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise), in a greater proportion than any such payment to or collateral received by, any other Obligee, if any, in respect of such other Obligee's Secured Instrument(s), or interest thereon, or fees due to it hereunder, such Benefitted Obligee shall purchase for cash from the other Obligee such portion of each such other Obligee's Secured Instrument(s), or make such payment on account of such fees, or shall provide such other Obligee with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee to share the excess payment or benefits of such collateral or proceeds ratably with each of the Obligees; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligee, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, that each Obligee purchasing a portion of another Obligee's Secured Instrument(s) owing to it may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee were the direct holder of such portion.

Adjustments; Setoff. (a) If at Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any time when there is more than one Obligee any Obligee Lender (a "Benefitted ObligeeLender") shall at any time receive any payment of all or part of its Secured Instrument(s)Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i8(f), or otherwise), in a greater proportion than any such payment to or collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s)Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Lender shall purchase for cash from the other Obligee Lenders a participating interest in such portion of each such other ObligeeLender's Secured Instrument(s), or make Loan and/or of the Reimbursement Obligations owing to each such payment on account of such feesother Lender, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeeLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, that each Obligee purchasing a portion of another Obligee's Secured Instrument(s) owing to it may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted Obligee") “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, shall at any time receive any payment of all or part in respect of its Secured Instrument(s)Principal Balance any distribution of any amount, including interest or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise), ) in a greater proportion than any such payment to or collateral distribution (if any) received by, by any other Obligee, if any, Lender in respect of such other Obligee's Secured Instrument(s)Lender’s Principal Balance, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Benefited Lender shall purchase for cash from the other Obligee Lenders such portion of each such other Obligee's Secured Instrument(s), or make such payment on account of such feesLender’s Loan, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeeBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agrees, agree that each Obligee Lender so purchasing a portion of another Obligee's Secured Instrument(sLoan (or interest therein) owing to it may exercise all rights of payment (including, without limitation, including rights of setoff) with respect to such portion as fully as if such Obligee Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If at Except to the extent that this Agreement, any time when there is more than one Obligee other Loan Document or a court order expressly provides or permits for payments to be allocated to a particular Lender or Issuing Bank or to the Lenders and Issuing Banks, if any Obligee Lender or Issuing Bank (a "Benefitted Obligee"“Benefited Lender”) shall at any time receive any payment of all or part of its Secured Instrument(sthe Obligations owing to it (other than in connection with an assignment or participation made pursuant to Section 9.6), or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), setoff or otherwise), in a greater proportion than any such payment to or collateral received by, by any other ObligeeLender or Issuing Bank, if any, in respect of the Obligations owing to such other Obligee's Secured Instrument(s), Lender or interest thereon, or fees due to it hereunderIssuing Bank, such Benefitted Obligee Benefited Lender shall purchase for cash from the other Obligee Lenders and Issuing Banks a participating interest in such portion of the Obligations owing to each such other Obligee's Secured Instrument(s), or make such payment on account of such feesLender and Issuing Bank, or shall provide such other Obligee Lenders and Issuing Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders and Issuing Banks; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeeBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreesNotwithstanding anything to the contrary contained in this Section 9.7(a), no extension of Loans that each Obligee purchasing is permitted under Section 2.23 shall constitute a portion payment of another Obligee's Secured Instrument(s) owing to it may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee were the direct holder any of such portionLoans for purposes of this Section 9.7.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted Obligeebenefitted Lender") shall at any time receive any payment of all or part of its Secured Instrument(s)Loan, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoffset-off, pursuant to events or proceedings of the nature referred to in clause (g) of Section 8.1(i)7.1, or otherwise), ) in a greater proportion than any such payment to or collateral received by, by any other ObligeeLender, if any, in respect of such other Obligee's Secured Instrument(s)Lenders' Loan, or interest thereon, or fees due to it hereunder, such Benefitted Obligee benefitted Lender shall purchase for cash from the other Obligee Lenders such portion of each such other ObligeeLender's Secured Instrument(s), or make such payment on account of such feesLoan, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeebenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, Borrower expressly consents to the foregoing arrangements and agrees that each Obligee Lender so purchasing a portion of another ObligeeLender's Secured Instrument(s) owing to it Loan may exercise all rights of payment (including, without limitation, rights of setoffset-off) with respect to such portion as fully as if such Obligee Lender were the direct holder of such portion.

Adjustments; Setoff. (a) 11.10.1 If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted ObligeeBENEFITTED LENDER") shall at any time receive any payment of all or part of its Secured Instrument(s)Pro Rata Share of the Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoffset-off, pursuant to events or proceedings of the nature referred to in Section 8.1(i8.1(g), or otherwise), ) in a greater proportion than any such payment to or collateral received by, by any other ObligeeLenders, if any, in respect of such other Obligee's Secured Instrument(s)Lenders' Pro Rata Shares of the Loans, or interest thereon, or fees due to it hereunder, such Benefitted Obligee benefitted Lender shall purchase for cash from the other Obligee Lenders such portion of each such other ObligeeLender's Secured Instrument(s), or make such payment on account Pro Rata Share of such feesthe Loans, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Obligeessuch other Lender; provided, however, PROVIDED that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeebenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, Borrower and Guarantors expressly consent to the foregoing arrangements and agree that each Obligee Lender so purchasing a portion of another ObligeeLender's Secured Instrument(s) owing to it Pro Rata Share of the Loans may exercise all rights of payment (including, without limitation, rights of setoffset-off) with respect to such portion as fully as if such Obligee Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted ObligeeLender") shall at any time receive any payment of all or part of its Secured Instrument(s)Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i)SECTION 8.1(h) hereof, or otherwise), ) in a greater proportion than any such payment to or and collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s)Loans, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Benefited Lender shall purchase for cash from the other Obligee Lenders such portion of each such other ObligeeLender's Secured Instrument(s), or make such payment on account of such feesLoans, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Obligeesall Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeeBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, Borrower agrees that each Obligee Lender so purchasing a portion of another ObligeeLender's Secured Instrument(s) owing to it Loan may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee Lender were the direct holder of such portion. Agent shall promptly give Borrower notice of any setoff, provided that the failure to give such notice shall not affect the validity of such setoff.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted Obligeebenefited Lender") shall at any time receive any payment of all or part of any of its Secured Instrument(s)Loans or Reimbursement Obligations owing to it under the Revolving Credit Commitment, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), set-off or otherwise), in a greater proportion than any such payment to or and collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s), Loans or Reimbursement Obligations owing to it under the Revolving Credit Commitment or interest thereon, or fees due to it hereunder, such Benefitted Obligee benefited Lender shall purchase for cash from the other Obligee Lender such portion of each such other ObligeeLender's Secured Instrument(s), similar Loans or make such payment on account of such fees, Reimbursement Obligations or shall provide such other Obligee Lender with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders which hold the Revolving Credit Commitment; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeebenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, Borrower agrees that each Obligee Lender so purchasing a portion of another ObligeeLender's Secured Instrument(s) owing to it Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of setoffset-off) with respect to such portion as fully as if such Obligee purchasing Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted Obligeebenefitted Lender") shall at any time receive any payment of all or part of any of its Secured Instrument(s)Loans or L/C Participating Interests, as the case may be, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoffset-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 8.1(i)9, or otherwise), ) in a greater proportion than any such payment to or and collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s)Loans or L/C Participating Interests, as the case may be, or interest thereon, or fees due to it hereunder, such Benefitted Obligee benefitted Lender shall purchase for cash from the other Obligee Lenders such portion of each such other ObligeeLender's Secured Instrument(s)Loans or L/C Participating Interests, or make such payment on account of such feesas the case may be, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeebenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, agrees that each Obligee Lender so purchasing a portion of another ObligeeLender's Secured Instrument(s) owing to it Loans and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of setoffset-off) with respect to such portion as fully as if such Obligee 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; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted ObligeeBenefited Lender") shall at any time receive any payment of all or part of its Secured Instrument(s)Post-Petition Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i9.1(h), or otherwise), in a greater proportion than any such payment to or collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s)Post- Petition Obligations owing to such other Lender, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Benefited Lender shall purchase for cash from the other Obligee Lenders a participating interest in such portion of each such other ObligeeLender's Secured Instrument(s), or make Post-Petition Obligations owing to each such payment on account of such feesother Lender, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeeBenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees; provided, however, that each Obligee purchasing a portion of another Obligee's Secured Instrument(snothing contained in this Section shall (i) owing apply to it may exercise all rights of payment (includingany payments, without limitation, rights of setoff) collateral or setoffs received by the Incremental DIP Lenders with respect to such portion as fully as if such Obligee were the direct holder Incremental DIP Loans, or (ii) alter or modify the order of such portionpayments specified in Section 2.9.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Purchaser (a "Benefitted ObligeePurchaser") shall at any time receive any payment of all or part in respect of its Secured Instrument(s)Series 1999-A Purchaser 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 setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise), ) in a greater proportion than any such payment to or collateral distribution received by, by any other ObligeePurchaser, if any, in respect of such other ObligeePurchaser's Secured Instrument(s)Series 1999-A Purchaser Invested Amount, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Purchaser shall purchase for cash from the other Obligee Purchasers such portion of each such other ObligeePurchaser's Secured Instrument(s), or make such payment on account of such feesinterest in the VFC Certificates, or shall provide such other Obligee Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeePurchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, agrees that each Obligee Purchaser so purchasing a portion of another Obligee's Secured Instrument(s) owing to it the VFC Certificate holders' Interest may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee Purchaser were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Purchaser (a "Benefitted ObligeePurchaser") shall at any time receive any payment of all or part in respect of its Secured Instrument(s)Series 2000-1 Purchaser 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 setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise), ) in a greater proportion than any such payment to or collateral distribution received by, by any other ObligeePurchaser, if any, in respect of such other ObligeePurchaser's Secured Instrument(s)Series 2000-1 Purchaser Invested Amount, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Purchaser shall purchase for cash from the other Obligee Purchasers such portion of each such other ObligeePurchaser's Secured Instrument(s), or make such payment on account of such feesinterest in the VFC Certificates, or shall provide such other Obligee Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeePurchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, agrees that each Obligee Purchaser so purchasing a portion of another Obligee's Secured Instrument(s) owing to it VFC Beneficial Interest may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee Purchaser were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee (a "Benefitted ObligeeBENEFITTED OBLIGEE") shall at any time receive any payment of all or part of its Secured Instrument(s), or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise), in a greater proportion than any such payment to or collateral received by, any other Obligee, if any, in respect of such other Obligee's Secured Instrument(s), or interest thereon, or fees due to it hereunder, such Benefitted Obligee shall purchase for cash from the other Obligee such portion of each such other Obligee's Secured Instrument(s), or make such payment on account of such fees, or shall provide such other Obligee with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee to share the excess payment or benefits of such collateral or proceeds ratably with each of the Obligees; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligee, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, that each Obligee purchasing a portion of another Obligee's Secured Instrument(s) owing to it may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted Obligeebenefitted Lender") shall at any time receive any payment of all or part of its Secured Instrument(s)Loans or Unpaid Reimbursement Obligations, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i)set-off, or otherwise), in a greater proportion than any such payment to or collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s)Loans or Unpaid Reimbursement Obligations, or interest thereon, or fees due to it hereunder, such Benefitted Obligee benefitted Lender shall purchase for cash from the other Obligee Lenders a participating interest in such portion of each such other ObligeeLender's Secured Instrument(s), or make such payment on account of such feesLoans and Unpaid Reimbursement Obligations, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeebenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, that unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Obligee purchasing a portion of another Obligee's Secured Instrument(s) owing to it may exercise all rights of payment (including, without limitation, rights of setoff) with respect Lender returning funds to such portion as fully as if such Obligee were the direct holder Lender shall pay its pro rata share of such portioninterest.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Bank (a "Benefitted Obligeebenefitted Bank") shall at any time receive any payment of all or part of its Secured Instrument(s)any of the Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise (including, without limitation, by way of setoff pursuant to the Subsidiary Guarantee), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), setoff or otherwise), in a greater proportion than any such payment to or and collateral received by, by any other ObligeeBank, if any, in respect of such other ObligeeBank's Secured Instrument(s), Loans or the Reimbursement Obligations owing to it or interest thereon, or fees due to it hereunder, such Benefitted Obligee benefitted Bank shall purchase for cash from the other Obligee Banks such portion of each such other ObligeeBank's Secured Instrument(s), Loans or make the Reimbursement Obligations owing to such payment on account of such feesother Bank, or shall provide such other Obligee Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeebenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, Toy Biz agrees that each Obligee Bank so purchasing a portion of another ObligeeBank's Secured Instrument(s) owing to it Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee purchasing Bank were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted Obligeebenefited Lender") shall at any time receive any payment of all or part of its Secured Instrument(s)Revolving Loans, its participations in Letters of Credit, or interest thereon, or fees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i7(g), or otherwise), in a greater proportion than any such payment to or collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s)Revolving Loans, its participations in Letters of Credit, or interest thereon, or fees due to it hereunderfees, such Benefitted Obligee benefited Lender shall purchase for cash from the other Obligee Lenders such portion of each such other ObligeeLender's Secured Instrument(s)Revolving Loans, participations in Letters of Credit, or make such payment on account of such fees, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeebenefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, Borrower agrees that each Obligee Lender so purchasing a portion of another ObligeeLender's Secured Instrument(s) owing to it Revolving Loans or its participations in Letters of Credit may exercise all rights of payment (including, without limitation, including rights of setoff) with respect to such portion as fully as if such Obligee Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Purchaser (a "Benefitted ObligeePurchaser") shall at any time receive any payment of all or part in respect of its Secured Instrument(s)Series 1997-A Purchaser 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 setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise), ) in a greater proportion than any such payment to or collateral distribution received by, by any other ObligeePurchaser, if any, in respect of such other ObligeePurchaser's Secured Instrument(s)Series 1997-A Purchaser Invested Amount, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Purchaser shall purchase for cash from the other Obligee Purchasers such portion of each such other ObligeePurchaser's Secured Instrument(s), or make such payment on account of such feesinterest in the VFC Certificates, or shall provide such other Obligee Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeePurchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, agrees that each Obligee Purchaser so purchasing a portion of another Obligee's Secured Instrument(s) owing to it the VFC Certificate holders' Interest may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee Purchaser were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Purchaser (a "Benefitted ObligeePurchaser") shall at any time receive any payment of all or part in respect of its Secured Instrument(s)Series 1997-2 Purchaser 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 setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise), ) in a greater proportion than any such payment to or collateral distribution received by, by any other ObligeePurchaser, if any, in respect of such other ObligeePurchaser's Secured Instrument(s)Series 1997-2 Purchaser Invested Amount, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Purchaser shall purchase for cash from the other Obligee Purchasers such portion of each such other ObligeePurchaser's Secured Instrument(s), or make such payment on account of such feesinterest in the VFC Certificates, or shall provide such other Obligee Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Purchaser to share the excess payment or benefits of such collateral or proceeds ratably Series 1997-2 Supplement with each of the ObligeesPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeePurchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, agrees that each Obligee Purchaser so purchasing a portion of another Obligee's Secured Instrument(s) owing to it the VFC Certificateholders' Interest may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee Purchaser were the direct holder of such portion.

Adjustments; Setoff. (a) If at any time when there is more than one Obligee any Obligee Lender (a "Benefitted ObligeeLender") shall at any time shall receive any payment of all or part of its Secured Instrument(s)Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(isubsection 10(f), or otherwise), in a greater proportion than any such payment to or collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s)Loans, or interest thereon, or fees due to it hereunder, such Benefitted Obligee Lender shall purchase for cash from the other Obligee Lenders such portion of each such other ObligeeLender's Secured Instrument(s), or make such payment on account of such feesLoans, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; and if after taking into account such sharing the Benefitted Lender continues to have access to additional funds of or collateral granted by a Borrower for application on account of its debt, then the Benefitted Lender shall use such funds or collateral to reduce indebtedness of such Borrower held by it and share such payments and the benefits of such collateral with the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted ObligeeLender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, Each Borrower agrees that each Obligee Lender so purchasing a portion of another ObligeeLender's Secured Instrument(s) owing to it Loans may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If at Except to the extent that this Agreement provides for payments to be allocated to Revolving Credit Loans, Competitive Loans or Fronted Loans, as the case may be, if any time when there is more than one Obligee any Obligee Lender (a "Benefitted Obligeebenefitted Lender") shall at any time receive any payment of all or part of any category of its Secured Instrument(s)Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i8(f), or otherwise), in a greater proportion than any such payment to or collateral received by, by any other ObligeeLender, if any, in respect of such other ObligeeLender's Secured Instrument(s)Loans, or interest thereon, or fees due to it hereunder, such Benefitted Obligee benefitted Lender shall purchase for cash from the other Obligee Lenders such portion of each such other ObligeeLender's Secured Instrument(s), or make such payment on account of such feesLoans, or shall provide such other Obligee Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Obligee benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the ObligeesLenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeebenefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, Each Borrower agrees that each Obligee Lender so purchasing a portion of another ObligeeLender's Secured Instrument(s) owing to it Loans may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If at If, other than as expressly set forth elsewhere herein, any time when there is more than one Obligee any Obligee (a "Benefitted Obligee") Lender shall at any time receive obtain on account of the Loans made by it any payment of all or part of its Secured Instrument(s), or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarilyvoluntary, by involuntary, through the exercise of any right of setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise)) in excess of its Commitment Percentage of payments on account of the Loans obtained by all the Lenders, in a greater proportion than any such payment to or collateral received by, any other Obligee, if any, in respect Lender shall forthwith (x) notify Agent of such other Obligee's Secured Instrument(s)fact, or interest thereon, or fees due to it hereunder, such Benefitted Obligee shall and (y) purchase for cash from the other Obligee Lenders such portion of each such other Obligee's Secured Instrument(s), or make such payment on account of such fees, or shall provide such other Obligee with participations in the benefits of any such collateral, or the proceeds thereof, Loans made by them as shall be necessary to cause such Benefitted Obligee purchasing Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Obligeesthem; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Obligeethe purchasing Lender, such purchase shall to that extent be rescinded, rescinded and each other Lender shall repay to the purchasing Lender the purchase price and benefits returned, paid thereto together with an amount equal to such paying Lender's Commitment Percentage (according to the extent proportion of (i) the amount of such recoverypaying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender, but without interestof any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Company agreesAgent will keep records (which shall be conclusive and binding in the absence of demonstrable error), that of participations purchased pursuant to this Section 11.6 and will in each Obligee purchasing a portion case promptly notify the Lenders and Borrower following any such purchases. Any payments received after the Lenders have taken action pursuant to this Section 11.6 shall be allocated ratably among the Loans of another Obligee's Secured Instrument(s) owing to it may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Obligee were the direct holder of such portionLenders.