Common use of Adjustments; Set-off Clause in Contracts

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, (whether voluntarily or involuntarily, by set-off, or otherwise) in a greater proportion than any such payment to any other Lender, if any, in respect of such other Lender's Loans then due and owing, 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 then due and owing, as shall be necessary to cause such Benefitted Lender to share the excess payment ratably with each of the other Lenders, provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price returned, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreement.

Adjustments; Set-off. (a) 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 receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing’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 then due and owing’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 other 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding interest; provided further that the foregoing, if such Benefitted provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender shall receive such payment at as consideration for the assignment of or sale of a time when a Notice participation in any of Enforcement shall have been delivered its Loans to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementany assignee or participant.

Adjustments; Set-off. (a) 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 receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingor the Reimbursement Obligations 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 Loans then due and owingor 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 other 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, (whether voluntarily or involuntarily, by set-off, or otherwise) in a greater proportion than any such payment to any other Lender, if any, in respect of such other Lender's Loans then due and owingLoans, 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 then due and owingLoans, as shall be necessary to cause such Benefitted Lender to share the excess payment ratably with each of the other Lenders, provided, however, that if all or any portion of such excess payment is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price returned, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreement.

Adjustments; Set-off. (a) If Except to the extent that this Agreement provides for payments to be allocated to a particular Lender, 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, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing, or interest thereon’s Obligations, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans then due and owing’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral 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, to the extent of such recovery, but without interest and, provided, interest; provided further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered that to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit extent prohibited by applicable law as described in the Collateral Account (as defined in the Trust Agreement) to definition of “Excluded Swap Obligation”, no amounts received from, or set off with respect to, any Subsidiary Guarantor shall be applied in the manner provided for in the Trust Agreementto any Excluded Swap Obligations of such Subsidiary Guarantor.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it then due and owing, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsections 9(f) and (g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other LenderLender (other than to the extent expressly provided herein), if any, in respect of such other Lender's ’s Loans or the Reimbursement Obligations owing to it then due and owing, 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 ’s Loans then due and owingor 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 benefited 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 benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or to the Lenders under the Revolving Facility, if any Lender (a "“Benefitted Lender"”) shall at any time receive any payment in respect of all any principal of or part interest on any of its LoansLoans or the participations in L/C Obligations or in Swing line Loans held by it (other than in connection with an assignment made pursuant to Section 10.6), or interest thereon, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Loans or participations and accrued interest thereon owing to such other Lender's Loans then due and owing, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a participating or subparticipating interest in such portion of the Loans, L/C Obligations and Swing line Loans owing to each such other Lender's Loans then due and owing, or shall provide such other Lenders with the benefits of any such collateral, or make such other adjustments as shall be equitable, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefited" Lender") shall at any time receive any payment of all or part of its Loans, Exposure or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Article X(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing, Exposure 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 then due and owingExposure, 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 other Lenders, provided, however, ; provided that (i) 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 andinterest, providedand (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered other than to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account Borrower or any Subsidiary or Affiliate thereof (as defined in to which the Trust Agreement) to be applied in the manner provided for in the Trust Agreementprovisions of this paragraph shall apply).

Adjustments; Set-off. (a) If any Lender Bank (a "Benefitted Lender"“benefitted Bank”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations then due and owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsection 13(g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of such other Lender's Bank’s Loans or the Reimbursement Obligations then due and owingowing to it, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of each such other Lender's Loans then due and owingBank’s Loan or the Reimbursement Obligations owing to it, or shall provide such other 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 other Lenders, 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, to the extent of such recovery, but without interest andinterest. Each of the Company and the Subsidiary Borrowers agrees that each Bank so purchasing a portion of another Bank’s Loan may exercise all rights of payment (including, providedwithout limitation, further, that, notwithstanding the foregoing, rights of set-off) with respect to such portion as fully as if such Benefitted Lender shall receive Bank were the direct holder of such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementportion.

Adjustments; Set-off. (a) If Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if any Lender (a "“Benefitted Lender"”) shall at any time 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, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans then due and owing, 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 then due and owing, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral 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, to the extent of such recovery, but without interest and, provided, interest; provided further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered that to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit extent prohibited by applicable law as described in the Collateral Account (as defined in the Trust Agreement) to definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied in the manner provided for in the Trust Agreementto any Excluded Swap Obligations of such Guarantor.

Adjustments; Set-off. (a) If Subject to Section 2.2(b), 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 receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing’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 then due and owing’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 other 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding interest; provided further that the foregoing, if such Benefitted provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender shall receive such payment at as consideration for the assignment of or sale of a time when a Notice participation in any of Enforcement shall have been delivered its Loans to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementany assignee or participant.

Adjustments; Set-off. (a) If Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if any Lender (a "“Benefitted Lender"”) shall at any time 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 11.6), or interest thereon, (whether voluntarily or involuntarily, by set-off, or otherwise) in a greater proportion than any such payment to received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans then due and owing, 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 then due and owing, Lender as shall be necessary to cause such Benefitted Lender to share the excess payment 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered interest; provided further that to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit extent prohibited by applicable law as described in the Collateral Account (as defined in the Trust Agreement) to definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied in the manner provided for in the Trust Agreementto any Excluded Swap Obligations of such Guarantor.

Adjustments; Set-off. (axi) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Article VIII(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing, 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 then due and owing’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 other Lenders, provided, however, ; provided that (i) 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 andinterest, providedand (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Kimco pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered other than to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account Kimco or any Subsidiary or Affiliate thereof (as defined in to which the Trust Agreement) to be applied in the manner provided for in the Trust Agreementprovisions of this paragraph shall apply).

Adjustments; Set-off. (a) If Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if any Lender (a "“Benefitted Lender"”) shall at any time 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, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans then due and owing, 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 then due and owing, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral 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, to the extent of such recovery, but without interest and, provided, interest; provided further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered that to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit extent prohibited by applicable law as described in the Collateral Account (as defined in the Trust Agreement) to definition of “Excluded Swap Obligation,” no amounts received from, or set-off with respect to, any Guarantor shall be applied in the manner provided for in the Trust Agreementto any Excluded Swap Obligations of such Guarantor.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansLoans owing to it by any Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (h) of Section 11 or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingowing to it by such Borrower, 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 then due and owingLoan owing to it by such Borrower, 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, provided, howeverHOWEVER, 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 and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, 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, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsection 9.1, or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing, or interest thereonObligations, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans then due and owingObligations, 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, provided, howeverHOWEVER, 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 and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansExtensions of Credit then due and owing to it from any Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 16(i), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans Extensions of Credit then due and owingowing to it from such Borrower, 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 then due and owingExtensions of Credit owing to it from such Borrower, 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreement.interest. 133

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in SECTION 12(e), or otherwise) in ), and, if such payment or receipt of collateral is a greater proportion percentage of the Benefitted Lender's Loans than the percentage that any such payment to or collateral received by any other Lender, if any, in respect of bears to such other Lender's Loans then due and owingLoans, 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 then due and owingLoans, 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 LendersLenders in proportion to their Revolving Credit Commitments; PROVIDED, provided, howeverHOWEVER, 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 and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of its Loansthe Loans or L/C Participating Interests owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Article VIII or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingor L/C Participating Interests, as the case may be, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the such other Lenders a participating interest in such portion of each such other Lender's Loans then due and owingor L/C Participating Interests 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 other 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If Except to the extent this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of its Loans, its Reimbursement Obligations or other amounts owing to it hereunder, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9(f), or otherwise) in a greater proportion than any such payment to any other Lender, if any), in respect excess of such other Lender's Loans then due and owing, or interest thereonits pro rata share as provided in this Agreement, 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 then due and owingLoans, Reimbursement Obligations or other amounts owing to it hereunder, 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 in accordance with this Agreement 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 benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a -------------------- "Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans then due and owing to it by the Company, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in paragraph (f) of Article VIII, or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingowing to it by the Company, 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 then due and owingowing to it by the Company, 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 benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If Except as otherwise expressly provided in Section 8.1 hereof where, and to the extent, one Lender is entitled to payments prior to other Lenders, 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 receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 6(g), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingLoans, 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 then due and owingLoan, 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 other 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, to the extent event of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its LoansLoans then due and owing to it from any Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11(i), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingowing to it from such Borrower, 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 then due and owingowing to it from such Borrower, 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 other 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted -------------------- ---------- Lender") shall at any time receive any payment of all or part of its LoansLoans which ------ shall have been made under either Commitment, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in subsection 9(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingmade under such Commitment, 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 then due and owingLoan, 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 other Lenders, Lenders which hold Loans made under such Commitment; 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansExtensions of Credit then due and owing to it from any Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 16(i), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans Extensions of Credit then due and owingowing to it from such Borrower, 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 then due and owingExtensions of Credit owing to it from such Borrower, 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans then due and owing to it by any Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in paragraph (f) of Article XII, or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingowing to it by such Borrower, 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 then due and owingowing to it by such Borrower, 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 benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans then due and owing to it from any Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11(i), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingowing to it from such Borrower, 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 then due and owingowing to it from such Borrower, 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) 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 receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.5, or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing’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 then due and owing’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 other 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, to the extent of such recovery, but without interest andinterest; provided further that with respect to any amount received from the Parent or any Foreign Restricted Subsidiary (other than the Canadian Pledgor) that would otherwise be subject to the foregoing provisions of this Section 12.8, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be only purchase participations in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust AgreementCanadian Obligations.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of its Revolving Credit Loans, Term Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or otherwiseproceedings of the nature referred to in Section 9(f), or otherwise (except pursuant to subsection 4.4, 4.13(d) or 11.6)), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Revolving Credit Loans, Term Loans then due and owingor the Reimbursement Obligations, as the case may be, owing to it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating an interest (by participation, assignment or otherwise) in such portion of each such other Lender's Revolving Credit Loans, Term Loans then due and owingor the Reimbursement Obligations, as the case may be, 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 other 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “benefitted Lender"”) shall at any time receive any payment of all or part of its LoansLoans or other Company Obligations then due and owing, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsection 10(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans or other Company Obligations then due and owing, or interest thereon, such Benefitted benefitted Lender shall notify the Administrative Agent and purchase (for cash at face value) from the other Lenders a participating interest in such portion of each such other Lender's ’s Loans then due and owingor other Company Obligations, or shall make such other adjustments as shall be equitable, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment ratably by the Lenders in accordance with each the aggregate amount of the principal of and accrued interest on their respective Loans and other Lenders, Company Obligations owing to them; provided, however, that if any such participations are purchased and 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, to the extent of such recovery, but without interest andinterest; and the provisions of this subsection shall not be construed to apply to (x) any payment made by the Company pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or other Company Obligations to any Transferee, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered other than to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account Company (as defined in to which the Trust Agreement) to be applied in the manner provided for in the Trust Agreementprovisions of this subsection shall apply).

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of its Loansthe Loans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f) or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing, or interest thereonthereon then due and owing, such Benefitted benefitted Lender shall purchase for cash from the such other Lenders Lender a participating interest in such portion of each such other Lender's Revolving Credit Loans, Term Loans then due and owingor CAF Advances, as the case may be, 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 other 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If a)Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, 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 receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing’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 then due and owing’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 other 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding interest. Notwithstanding the foregoing, if such Benefitted no Lender shall receive such payment at a time when a Notice exercise any right of Enforcement shall have been delivered to set-off against the Trustee and be Borrower in effect, such Benefitted Lender shall turn over to connection with this Agreement without the Trustee an amount equal to such payment for deposit in consent of the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust AgreementRequired Lenders.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its Aggregate Outstandings of Revolving Extensions of Credit, First Priority Term Loans or Second Priority Term Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, off or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such Extensions of Credit or Loans as it pertains to such other Lender's ’s Aggregate Outstandings of Revolving Extensions of Credit, First Priority Term Loans then due and owingor Second Priority Term 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 ’s Loans then due and owingor the Letter of Credit Outstandings owing to it, or shall provide such other Lenders with the benefits of any such payment or collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such payment or 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 Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansLoans owing to it by any Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (i) of Section 12 or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingowing to it by such Borrower, 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 then due and owingLoan owing to it by such Borrower, 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 other Lenders; PROVIDED, provided, howeverHOWEVER, 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) 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 shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 7, receive any payment of all or part of its Loansthe Obligations owing to it, or interest thereon, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, off or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans then due and owing, 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 then due and owing, 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 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) 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 receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.5, or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing’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 then due and owing’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 other 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, to the extent of such recovery, but without interest and, interest; provided, further, thatthat the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers or other Obligor pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, notwithstanding as in effect from time to time) or any payment obtained by any Lender as consideration for the foregoingassignment of or sale of a participation in any of its Loans in accordance with Section 12.6 (for the avoidance of doubt, if such Benefitted Lender shall receive such payment at a as it may be amended from time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementtime).

Adjustments; Set-off. (a) If Except to the extent that this -------------------- Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a "Benefitted ---------- Lender") shall at any time receive any payment of all or part of its Loans, or ------ interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingLoans, 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 then due and owingLoans, 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, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans then due and owing to it by any Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 12(f), or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owingowing to it by such Borrower, 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 then due and owingowing to it by such Borrower, 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 benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and, provided, further, that, notwithstanding the foregoing, if such Benefitted Lender shall receive such payment at a time when a Notice of Enforcement shall have been delivered to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementinterest.

Adjustments; Set-off. (a) 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, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7.1, or otherwise) ), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing, or interest thereon’s Obligations, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans then due and owing’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the other Lenders, ; provided, however, that (i) 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 andinterest, provided, further, that, notwithstanding and (ii) the foregoing, if such Benefitted provisions of this paragraph shall not be construed to apply to any payment made by a Loan Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender shall receive such payment at as consideration for the assignment of or sale of a time when a Notice participation in any of Enforcement shall have been delivered its portion of the Loan or Commitment to the Trustee and be in effect, such Benefitted Lender shall turn over to the Trustee an amount equal to such payment for deposit in the Collateral Account (as defined in the Trust Agreement) to be applied in the manner provided for in the Trust Agreementany assignee or participant.