Common use of Adjustments Clause in Contracts

Adjustments. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders 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portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If Except as otherwise provided in this Agreement or as otherwise provided by court order, if any Lender Bank (a "Benefitted Lender"“benefitted Bank”) shall at any time receive any payment of all or part of its LoansCommitted Rate Loans or L/C Obligations, or interest thereonthereon or commitment fee or letter of credit fee hereunder, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 8, or otherwise) in a greater proportion than any such payment to and collateral received by any other LenderBank, if any, in respect of such other Lender's LoansBank’s Committed Rate Loans or L/C Obligations, or interest thereon, or commitment fee or letter of credit fee hereunder, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks such portion of each such other Lender's LoansBank’s Committed Rate Loans or L/C Obligations, 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 benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenderssuch other Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender Bank so purchasing a portion of another Lender's Bank’s Committed Rate Loans or L/C Obligations 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "“Benefitted Lender"”) shall shall, at any time after the Loans and all other amounts payable hereunder shall have become due and payable (whether at the stated maturity, by acceleration or otherwise), receive any payment of all or part of its Loansthe Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off set off, pursuant to events or proceedings of the nature referred to in Section 8(e), or otherwise) ), in a greater proportion than any such payment to and 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 Benefitted Lender shall purchase for cash in Dollars from the other Lenders a participating interest in such portion of the Obligations owing to 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, however, 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 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If Except as provided in subsection 2.12, if any Lender Bank (a "Benefitted Lender"“benefitted Bank”) shall at any time receive any payment of all or part of its Committed Rate Loans, or interest thereonthereon or facility fee hereunder, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 8, or otherwise) in a greater proportion than any such payment to and collateral received by any other LenderBank, if any, in respect of such other Lender's Bank’s Committed Rate Loans, or interest thereon, or facility fee hereunder, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks such portion of each such other Lender's Bank’s Committed Rate Loans, 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 benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenderssuch other Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender Bank so purchasing a portion of another Lender's Bank’s Committed Rate 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansConstruction Loan Advances, 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 Benefited 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 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 Construction Loan Advances 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. If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise) ), such that it has received aggregate payments or collateral on account of its Loans in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans which are then due and payable, or interest thereon, such Benefitted 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 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 Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees that interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment with respect returning funds to such portion as fully as if such Lender were the direct holder shall pay its pro rata share of such portioninterest).

Adjustments. If Each Lender agrees that if any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off pursuant to events or proceedings of the nature referred to in Section 6.1(i) or (j), or otherwise) in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans’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 Benefitted 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 Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If Except as provided in subsection 2.12, if any Lender Bank (a "Benefitted LenderBENEFITTED BANK") shall at any time receive any payment of all or part of its Committed Rate Loans, or interest thereonthereon or facility fee hereunder, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 8, or otherwise) in a greater proportion than any such payment to and collateral received by any other LenderBank, if any, in respect of such other LenderBank's Committed Rate Loans, or interest thereon, or facility fee hereunder, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks such portion of each such other LenderBank's Committed Rate Loans, 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 benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenderssuch other Banks; providedPROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender Bank so purchasing a portion of another LenderBank's Committed Rate 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its the Obligations (other than in respect of Competitive Bid Loans) owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations (other than in respect of Competitive Bid Loans) owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Extensions of Credit Obligations (other than Competitive Bid 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than as a result of the operation of the proviso to Section 4.4(b)(vii) hereof or pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 14.2 hereof) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "“Benefitted Lender"”) shall shall, at any time after the Loans and all other amounts payable hereunder shall have become due and payable (whether at the stated maturity, by acceleration or otherwise), receive any payment of all or part of its Loansthe Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off set off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such payment to and 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 Benefitted Lender shall purchase for cash in Dollars (calculated, in the case of any Obligation denominated in an Optional Currency, at the Dollar Equivalent thereof as of the date such Obligations became due and payable) from the other Lenders a participating interest in such portion of the Obligations owing to 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, however, 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 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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; providedPROVIDED, 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. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If the holder of any Lender Note (a "Benefitted benefitted ----------- ---------- Lender") shall at any time receive any payment of all or part of its LoansNote, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 6.1(d), or otherwise) in a greater -------------- proportion than any such payment to and collateral received by any other Lender, if any, holders of Notes in respect of such other Lender's LoansNotes, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansNotes, 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 benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenderssuch holders; provided, however, -------- ------- that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's portion of the Loans pursuant to this Section 7.4 may exercise ----------- all rights of payment (including, without limitation, rights of set-off) with respect to Loan Agreement such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral Collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral Collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall shall, to the extent permitted by Applicable Law, purchase for cash from the other Lenders such portion of each such other Lender's Loans, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral 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. 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion (taking into account Section 4.4) than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit, 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 Benefited 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 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 ’s Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Term 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 Benefited 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 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 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. If Except as otherwise provided in this Agreement, if any Lender Bank (a "Benefitted Lender"“benefitted Bank”) shall at any time receive any payment of all or part of its LoansCommitted Rate Loans or L/C Obligations, or interest thereonthereon or facility fee or letter of credit fee hereunder, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 8, or otherwise) in a greater proportion than any such payment to and collateral received by any other LenderBank, if any, in respect of such other Lender's LoansBank’s Committed Rate Loans or L/C Obligations, or interest thereon, or facility fee or letter of credit fee hereunder, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks such portion of each such other Lender's LoansBank’s Committed Rate Loans or L/C Obligations, 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 benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenderssuch other Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each Lender Bank so purchasing a portion of another Lender's Bank’s Committed Rate Loans or L/C Obligations 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. If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 6(d) or (e), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans that are then due and payable, or interest thereon, such Benefitted 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 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 Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "“Benefitted Lender"”) shall shall, at any time after the Loans and all other amounts payable hereunder shall have become due and payable (whether at the stated maturity, by acceleration or otherwise), receive any payment of all or part of its Loansthe Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off set off, pursuant to events or proceedings of the nature referred to in Section 8(e), or otherwise) ), in a greater proportion than any such payment to and 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 Benefitted Lender shall purchase for cash in Dollars (calculated, in the case of any Obligation denominated in an Optional Currency, at the Dollar Equivalent thereof as of the date such Obligations became due and payable) from the other Lenders a participating interest in such portion of the Obligations owing to 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, however, 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 returned, to the extent of such recovery, but without interest. The ; and provided, further, that no payments in respect of Obligations owing by any Foreign Subsidiary Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment with respect shall be utilized to such portion as fully as if such Lender were satisfy any Obligations owing by the direct holder of such portionCompany or any Domestic Subsidiary Borrower.

Adjustments. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any Collateral or other collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and Collateral and other collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit 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 Benefitted Benefited 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 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 Extensions 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. If any Lender (a "Benefitted LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) thereon in a greater proportion than any such payment to and collateral received by any other LenderLender (other than pursuant to Subsection 1.12(B)), if any, in respect of such other Lender's ’s Loans, or interest thereon, such Benefitted Benefited Lender shall shall, to the extent permitted by Applicable Law, purchase for cash from the other Lenders 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, ’s Loans as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLender; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 Loan Party agrees that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. This Subsection 6.9 shall not apply to any action taken by CoBank with respect to equity in it held by Borrower.

Adjustments. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion (taking into account any Competitive Bid Loans of such Lender) than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit, 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. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans ’s Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) thereon in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such Benefitted Benefited Lender shall shall, to the extent permitted by Applicable Law, purchase for cash from the other Lenders 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, ’s Loans as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLender; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 ’s Loans may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. This Subsection 6.9 shall not apply to any action taken by CoBank with respect to equity in it held by Xxxxxxxx.

Adjustments. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) thereon in a greater proportion than any such payment to and collateral received by any other LenderLender (other than pursuant to Subsection 1.12(B)), if any, in respect of such other Lender's ’s Loans, or interest thereon, such Benefitted Benefited Lender shall shall, to the extent permitted by Applicable Law, purchase for cash from the other Lenders 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, ’s Loans as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLender; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. This Subsection 6.9 shall not apply to any action taken by CoBank with respect to equity in it held by Borrower.

Adjustments. If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it (whether directly from the Borrower, indirectly from any Guarantor pursuant to the Guarantee and Collateral Agreement or from the proceeds of the exercise of any remedies with respect to the Collateral pursuant to the Guarantee and Collateral Agreement or the UK Charge Over Shares or otherwise), or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off (whether against any Borrower or any Guarantor), pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise) ), in a greater proportion than any such payment to and 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 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 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, however, 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 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit 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 Benefitted Benefited 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 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 Extensions 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. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, Loans or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off setoff or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders 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. 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 14.2 hereof) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders 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. The Borrower agrees that that, to the fullest extent allowed by law, 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than as a result of the operation of the proviso to Section 4.4(b)(vi) hereof or pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 14.2 hereof) in a greater proportion than any such payment to and 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 Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansAdvances, 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 Benefited 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 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 Advances 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit, 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 Benefited 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 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 ’s Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 4.8, 4.9, 4.10, 4.11 or 13.2 hereof) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit 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 Benefitted Benefited 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 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 Extensions 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. If (a) Each Lender agrees that if any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 6.01(f), or otherwise) in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoansLoan, 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 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 Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansExtensions of Credit, or interest thereon, or if any Lender shall at any time receive any collateral Collateral in respect to its Loans Extensions of Credit (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral Collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or other Extensions of Credit, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral 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. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) thereon in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, such Benefitted Lender shall shall, to the extent permitted by Applicable Law, purchase for cash from the other Lenders 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, ’s Loans 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 LendersLender; 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. The Borrower agrees Loan Parties agree that each Lender so purchasing a portion of another Lender's ’s Loans may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. This Subsection 6.9 shall not apply to any action taken by CoBank with respect to equity in it held by Borrower.

Adjustments. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Borrowers agrees that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 14.2) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansRevolving Credit Extensions of Credit, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans Revolving Credit Extensions of Credit (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in with respect of to such other Lender's LoansRevolving Credit Extensions of Credit, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansRevolving Credit Extensions of Credit, 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, 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. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Revolving Credit Extensions 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. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) thereon in a greater proportion than any such payment to and collateral received by any other LenderLender (other than pursuant to Subsection 1.11(B)), if any, in respect of such other Lender's ’s Loans, or interest thereon, such Benefitted Benefited Lender shall shall, to the extent permitted by Applicable Law, purchase for cash from the other Lenders 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, ’s Loans as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLender; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. This Subsection 6.9 shall not apply to any action taken by CoBank with respect to equity in it held by Borrower.

Adjustments. If any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 7.1(f), or otherwise) ), such that it has received aggregate payments or collateral on account of its Loans in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Loans which are then due and payable, 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 ’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, however, 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 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Revolving Credit Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Revolving Credit Loans (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Revolving Credit Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Revolving Credit 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, 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. The Borrower agrees that each Lender so purchasing a portion of another Lender's Revolving Credit 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 14.2 hereof) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Revolving Credit Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansExtensions of Credit, or interest thereon, or if any Revolving Credit Lender shall at any time receive any collateral in respect to its Loans Extensions of Credit (whether voluntarily or involuntarily, by set-off setoff or otherwise) in a greater proportion than any such payment to and collateral received by any other Revolving Credit Lender, if any, in respect of such other Revolving Credit Lender's LoansExtensions of Credit, or interest thereon, such Benefitted Lender shall purchase for cash from the other Revolving Credit Lenders such portion of each such other Revolving Credit Lender's Loans, Extensions of Credit or shall provide such other Revolving Credit 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 Revolving Credit Lenders based upon the Revolving Credit Lenders, Commitment Percentages; provided, 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. The Borrower agrees that each Revolving Credit Lender so purchasing a portion of another Revolving Credit Lender's Loans Extensions 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 Revolving Credit Lender were the direct holder of such portion.. 102

Adjustments. If any Lender (a "Benefitted LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-set- off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, PROVIDED that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-set- off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 4.8, 4.9, 4.10, 4.11 or 14.2 hereof) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders 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 Benefited 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 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) If any Lender Purchaser (a "Benefitted 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 if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and 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 Benefitted Lender Purchaser shall purchase for cash from the other Lenders Purchasers such portion of each such other LenderPurchaser's Loansinterest 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 Benefitted Lender Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; providedPROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted LenderPurchaser, such purchase shall be rescinded, and the purchase price and benefits returned 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. If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a "“Benefitted Lender"”) shall shall, at any time after the Loans and all other amounts payable hereunder shall have become due and payable (whether at the stated maturity, by acceleration or otherwise), receive any payment of all or part of its Loansthe Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or interest thereon, or if any Lender shall at any time receive any [CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO THE FREEDOM OF INFORMATION ACT] collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such payment to and 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 Benefitted Lender shall purchase for cash in Dollars from the other Lenders a participating interest in such portion of the Obligations owing to 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, however, 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 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 6(g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, 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 ’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 LendersLenders as to each Category of Loans; provided, however, that if all or any portion of such excess payment or benefits benefit is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees that each any Lender so purchasing a portion of another Lender's Loans may participation from a Lender pursuant to this Section 9.10 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such portion participation as fully as if such Lender Person were the direct holder creditor of the Borrower in the amount of such portionparticipation.

Adjustments. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off set- off, pursuant to events or proceedings of the nature referred to in Section 8(e) or otherwise) in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansLoan, 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, however, 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 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its LoansExtensions of Credit, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans Extensions of Credit (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion (relative to such Lender's Commitment Percentage) than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's LoansExtensions of Credit, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders in accordance with their respective Commitment Percentages; provided, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 Extensions 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. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders 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. The Borrower agrees that Borrowers agree that, to the fullest extent allowed by law, 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 14.2 hereof) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit, 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 Benefited 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 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 ’s Extensions 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. If any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 5(g), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, 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 ’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 LendersLenders as to each Category of Loans; provided, however, that if all or any portion of such excess payment or benefits benefit is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees that each any Lender so purchasing a portion of another Lender's Loans may participation from a Lender pursuant to this Section 8.10 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such portion participation as fully as if such Lender Person were the direct holder creditor of the Borrower in the amount of such portionparticipation.

Adjustments. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansExtensions of Credit, or interest thereon, or if any Lender shall at any time receive any collateral in respect to of its Loans Extensions of Credit (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's LoansExtensions of Credit, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 with interest (only if the Benefitted Lender must pay interest) ratably, based on the amount which each such Lender must return to the aggregate amount which must be returned by the Benefitted Lender. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted benefitted Lender") shall at any ----------- ----------------- time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 6(d) or (e), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans that are then due and payable, or interest thereon, such Benefitted 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 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 Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or any part of its Loansthe Advances made by such Lender, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.1(i) or (k), or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans’s Advances, or interest thereon, such Benefitted Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's Loans’s Advances, 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 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 Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 Advances 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. If any Lender (a "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 if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off pursuant to events or proceedings of the nature referred to in Section 8.1(f), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to it, 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 LoansLoans 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 Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, 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 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender Bank (a "Benefitted LenderBank") shall at any time receive any payment of all or part a proportion of the aggregate amount of principal and interest then due and payable with respect to its Committed Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 6.01(g) or (h) or otherwise) in a ), which is greater than the proportion than any such payment to and collateral thereof received by any other Lender, if any, Bank in respect of the aggregate amount of principal and interest then due and payable with respect to the Committed Loans of such other Lender's LoansBank, or interest thereon, such the Benefitted Lender Bank shall purchase for cash from the such other Lenders Bank a participating interest in such portion of each such other LenderBank's Committed Loans, or shall provide such other Lenders Bank with the benefits of any such collateral, or the proceeds thereof, as shall may be necessary required so that all such payments of principal and interest with respect to cause such Benefitted Lender to share the excess payment Committed Loans or the benefits of such collateral or proceeds ratably shall be shared by the Banks pro rata in accordance with each of the Lenderstheir respective Commitments; provided, provided 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 returned, to the extent of such recovery, but without interest. The Borrower agrees ; and provided further that each Lender so purchasing a portion nothing in this Section shall impair the right of another Lender's Loans any Bank to exercise any right of set-off or counterclaim it may exercise all rights of payment with respect have and to apply the amount subject to such portion as fully as if such Lender were exercise to the direct holder payment of such portionindebtedness of the Borrower other than its indebtedness under the Notes.

Adjustments. If any Lender (a "Benefitted Lender") shall shall, at any time time, receive any payment of all or part of its LoansExtensions of Credit, or interest thereon, or if any Lender shall shall, at any time time, receive any collateral in respect to its Loans Extensions of Credit (whether voluntarily or involuntarily, by set-off setoff or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's LoansExtensions of Credit, or interest thereon, such Benefitted Lender shall purchase purchase, for cash cash, from the other Lenders Lenders, such portion of each such other Lender's LoansExtensions of Credit, 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 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. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted 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 if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(g), or otherwise) ), such that it has received aggregate payments or collateral on account of its Loans or the Reimbursement Obligations owing to it in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans which are then due and payable, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoansLoans 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 Benefitted 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 Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees that interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment with respect returning funds to such portion as fully as if such Lender were the direct holder shall pay its pro rata share of such portioninterest).

Adjustments. If any Lender (a "Benefitted Lender") shall at ----------- ----------------- any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its Loansthe Principal Debt owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off setoff, or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansPrincipal Debt owing to it, 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 LoansPrincipal Debt 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 Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the all Lenders; providedPROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, then such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each any Lender so purchasing a portion of another Lender's Loans may participation from a Lender pursuant to this SECTION may, to the fullest extent permitted by law, exercise all rights of its Rights of payment (including the Right of setoff) with respect to such portion participation as fully as if such Lender Person were the direct holder creditor of Borrowers in the amount of such portionparticipation.

Adjustments. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereonthe Obligations, or if any Lender shall at any time receive any collateral Collateral in respect to its Loans the Obligations (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion (taking into account any Absolute Rate Loans of such Lender) than any such payment to and collateral Collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansLoans and L/C Obligations, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral 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. The Borrower agrees that each Lender so purchasing a portion of another Lender's Revolving Credit Loans and L/C Obligations may exercise all rights of payment with respect to such portion as fully as if such Lender were the direct holder of such portion.(including, without

Adjustments. If any Lender (a "Benefitted LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than as a result of the operation of the proviso to Section 4.4(b)(vii) hereof or pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 14.2 hereof) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 4.8, 4.9, 4.10, 4.11, 4.12, 4.13 or 13.2 hereof) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or any part of its Loansthe Advances made by such Lender, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.1(k) or (m), or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans’s Advances, or interest thereon, such Benefitted Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's Loans’s Advances, 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 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 Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 Advances 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. If any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or part of its Loansthe Principal Debt owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off setoff. or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Principal Debt owing to it, 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’s Principal Debt owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, 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 all Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, then such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees Borrowers agree that each any Lender so purchasing a portion of another Lender's Loans may participation from a Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all rights of its Rights of payment (including the Right of setoff) with respect to such portion participation as fully as if such Lender Person were the direct holder creditor of Borrowers in the amount of such portionparticipation.

Adjustments. If (a) Each Lender agrees that if any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoansLoan, 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 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 Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "Benefitted Lender") ----------- shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral Collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral Collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall shall, to the extent permitted by Applicable Law, purchase for cash from the other Lenders such portion of each such other Lender's Loans, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral 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. 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 15.2) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and 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 Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansAdvances, 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 Benefited 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 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 Advances 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. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders 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. 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. If any Lender (a "Benefitted LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its LoansExtensions of Credit, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans Extensions of Credit (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion (relative to such Lender's Commitment Percentage) than any such payment to and or collateral received by any other Lender, if any, Lender or Lenders in respect of such other Lender's Loansor Lenders' Extensions of Credit, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's LoansExtensions of Credit, or shall provide such other Lender or Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders in accordance with their respective Commitment Percentages; provided, that however, if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 Extensions 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. If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) (other than pursuant to Sections 5.8, 5.9, 5.10, 5.11 or 15.2) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans’s Extensions of Credit, 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 Benefited 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 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 ’s Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 Extensions 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its LoansExtensions of Credit, or interest thereon, or any other Obligations, or if any Lender shall at any time receive any collateral in respect to its Loans Extensions of Credit, or interest thereon, or any other Obligations (whether voluntarily or involuntarily, by set-off or otherwise) ), in any such case, in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's LoansExtensions of Credit, or interest thereon, or any other Obligations such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted 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 Extensions 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. If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise) ), such that it has received aggregate payments or collateral on account of its Loans in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans which are then due and payable, or interest thereon, such Benefitted 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 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 Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansExtensions of Credit, or interest thereon, or if any Lender shall at any time receive any collateral in respect to of its Loans Extensions of Credit (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's LoansExtensions of Credit, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 with interest (only if the Benefitted Lender must pay interest) ratably, based on the amount which each such Lender must return to the aggregate amount which must be returned by the Benefitted Lender. The Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral Collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral Collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral Collateral or proceeds ratably with each of the Lenders; providedPROVIDED, 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. 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. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Revolving Credit Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Revolving Credit Loans (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Revolving Credit Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Revolving Credit 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. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Revolving Credit 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. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereonthe Obligations, or if any Lender shall at any time receive any collateral Collateral in respect to its Loans the Obligations (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral Collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral 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 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. If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its Loansthe Loans owing to it, or interest thereon, or if any Lender shall at any time receive any collateral Collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, or otherwise) ), in a greater proportion than any such payment to and collateral or Collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans owing to it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoansLoans owing to it, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral Collateral or proceeds ratably with each of the Lenders; providedPROVIDED, that HOWEVER, THAT if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower agrees that each any Lender so purchasing a portion of another Lender's Loans may participation from a Lender pursuant to this SECTION 3.13 may, to the fullest extent permitted by Law, exercise all of its rights of payment (including the right of set-off) with respect to such portion participation as fully as if such Lender Person were the direct holder creditor of Borrower in the amount of such portionparticipation.

Adjustments. If any Lender (a "Benefitted Benefited Lender") ----------- shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit, 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 Benefited 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 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 thereon, in which case each Lender returning funds to the Benefitted Lender shall pay its pro rata share of such interest. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans Extensions 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. If any Lender (a "Benefitted 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 if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(g), or otherwise) ), such that it has received aggregate payments or collateral on account of its Loans or the Reimbursement Obligations owing to it in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans which are then due and payable, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's LoansLoans 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 Benefitted 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 Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off through the exercise of a right of bank's lien, setoff or counterclaim against the Operating Partnership, pursuant to events or proceedings of the nature referred to in Article IX(h), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Benefited Lender shall purchase at par for cash from the other Lenders a participating interest in such portion of each such other Lender's LoansLoan, 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 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 Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans (whether voluntarily or involuntarily, by set-off or otherwise) thereon in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such Benefitted Lender shall shall, to the extent permitted by Applicable Law, purchase for cash from the other Lenders 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, Loans 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 LendersLender; 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. The Borrower agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. This Subsection 6.9 shall not apply to any action taken by CoBank with respect to equity in it held by Borrowers.

Adjustments. If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) ), in a greater proportion than any such payment the pro rata distribution to and collateral received the extent required by any other Lender, if any, in respect of such other Lender's Loans, or interest thereonSection 5.4, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's LoansExtensions of Credit or other 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 Benefitted Benefited 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 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 Extensions of Credit or other Obligations 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. If any Lender Purchaser (a "Benefitted Lender--------------------------- ---------- Purchaser") shall at any time receive any payment of all or part in respect of its LoansPurchaser Net Investment --------- any distribution of principal, interest, Unused Fees or any interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral distribution received by any other LenderPurchaser, if any, in respect of such other LenderPurchaser's LoansPurchaser Net Investment, or interest thereon, such Benefitted Lender Purchaser shall purchase for cash from the other Lenders Purchaser such portion of each such other LenderPurchaser's Loansinterest in the Transferred Interest, or shall provide such other Lenders Purchaser with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser; provided, however, that if all or any portion of such excess payment -------- ------- or benefits is thereafter recovered from such Benefitted LenderPurchaser, such purchase shall be rescinded, and the purchase price and benefits returned returned, to the extent of such recovery, but without interest. The Borrower Transferor agrees that each Lender any Purchaser so purchasing a portion of another LenderPurchaser's Loans Purchaser Net Investment 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. If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansLoan, or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off through the exercise of a right of bank's lien, setoff or counterclaim against Borrower, pursuant to events or proceedings of the nature referred to in ARTICLE IX(H), or otherwise) ), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoan, or interest thereon, such Benefitted Benefited Lender shall purchase at par for cash from the other Lenders a participating interest in such portion of each such other Lender's LoansLoan, 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedLender: PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments. If any Lender (a "“Benefitted Lender"”) shall shall, at any time after the Loans and all other amounts payable hereunder shall have become due and payable (whether at the stated maturity, by acceleration or otherwise), receive any payment of all or part of its Loansthe Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or interest thereon, or if any Lender shall at any time receive any collateral in respect to its Loans thereof (whether voluntarily or involuntarily, by set-off set off, pursuant to events or proceedings of the nature referred to in Section 8(e), or otherwise) ), in a greater proportion than any such payment to and 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 Benefitted Lender shall purchase for cash in Dollars from the other Lenders a participating interest in such portion of the Obligations owing to 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 other Lenders; provided, however, 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 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 with respect to such portion as fully as if such Lender were the direct holder of such portion.