Common use of Adjustments; Setoff Clause in Contracts

Adjustments; Setoff. (a) If any Lender (a "Benefitted Lender") ------------------- ----------------- shall at any time receive any payment of all or part of its Credit Extensions, 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 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 Credit Extensions, or interest thereon, such benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender'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 benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided that if all or any portion of such excess payment or -------- benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. (b) No Lender shall set off against any deposits or other sums at any time credited or due from the Lenders to the Borrower and only the Administrative Agent may apply any such deposit or other sum to or set them off against the Obligations.

Adjustments; Setoff. (a) If any Lender Bank (a "Benefitted Lender"“benefitted Bank”) ------------------- ----------------- shall at any time receive any payment of all or part of its Credit ExtensionsOutstandings, 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 7.1(f)paragraph (g) of subsection 7.1 hereof, or otherwise), ) in a greater proportion -------------- than any such payment to or and collateral received by any other LenderBank, if any, in respect of such other Lender's Credit ExtensionsBank’s Outstandings, or interest thereon, such benefitted Lender Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other Lender's LoansBank’s Outstandings, 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 benefitted Lender Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided provided, however, that if all or any portion of such excess payment or -------- benefits is thereafter recovered from such benefitted LenderBank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, recovery but without interest. The Companies agree that each Bank so purchasing a portion of another Bank’s Outstandings may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Bank were the direct holder of such portion. (b) No Lender shall set off against any deposits or other sums at any time credited or due from the Lenders to the Borrower and only the Administrative Agent may apply any such deposit or other sum to or set them off against the Obligations.