Common use of Adjustments; Set-off Clause in Contracts

Adjustments; Set-off. (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 "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑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 ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC ExposureExposure or participations in Swingline Loans, 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 ’s Loans, or interest thereon, or LC ExposureExposure or participations in Swingline Loans, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans ’s Loans, LC Exposure and LC Exposureparticipations in Swingline Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lendersto the Lenders under a particular Facility, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offsetoff, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e8.1(f), or otherwise), ) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposure’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoing, no Lender provisions of this Section 10.7 shall exercise not be construed to apply to any right payment made by any Loan Party or Local Borrowing Subsidiary pursuant to and in accordance with the express terms of set-off against the Borrower in connection with this Agreement without or any payment obtained by a Lender as consideration for the consent assignment of the Required Lendersor sale of a participation in any of its Loans to any assignee or participant.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders or a particular Lender or LendersAgent, if any Lender (a "benefited “Benefitted Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this -------------------- Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") shall at any time ----------------- receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) 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 "benefited “Benefitted Lender"”) shall shall, at any time after the Loans, the Additional Notes and other amounts payable hereunder shall immediately become due and payable pursuant to Section 7, receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e), 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, or interest thereon, or LC Exposure, such benefited 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 and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding For the foregoingavoidance of doubt, no this Section 8.7 shall not include any payment or collateral received by the Canadian Lender shall exercise any right of set-off against and its nominees, participants and assigns pursuant to the Borrower in connection with this Agreement without obligations under the consent of the Required LendersCanadian Facility.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (esubsection 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’s Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loans and LC Exposureand/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender as contemplated in Section 13.6 or Lenderselsewhere herein, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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)11.5, 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 ’s Loans, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right For purposes of set-off against the Borrower in connection with this Agreement without the consent subclause (ii)(a) of the Required Lendersdefinition of Excluded Taxes, a Lender that acquires a participation pursuant to this Section 13.8 shall be treated as having acquired such participation on the date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to If any member of a particular Lender or Lenders, if any Lender Purchaser Group (a "benefited Lender"“Benefited Purchaser Group”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or LC Exposure, 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), off or otherwise), ) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser Group, if any, in respect of such other Lender's LoansPurchaser Group’s Purchaser Group Invested Amount, or interest thereon, or LC Exposure, such benefited Lender Benefited Purchaser Group shall purchase for cash from the other Lenders a participating interest in Purchaser Group such portion of each such other Lender's Loans and LC ExposurePurchaser Group’s interest in the Series 2015-3 Notes, or shall provide such other Lenders Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefited Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefited Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingABRCF agrees that any Purchaser Group so purchasing a portion of another Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Purchaser Group were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansRevolving Credit Loans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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)8, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansRevolving Credit Loans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureRevolving Credit Loan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "“benefited Lender"”) shall at any time (other than pursuant to any assignment or participation permitted under Section 13.6) receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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)11.5, or otherwise), in a greater proportion (on the basis of the amount that would be payable or applicable to such Lender and other Lenders pursuant to Section 11.14) than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender amount received from any Guarantor shall exercise be applied to any right Excluded Swap Obligation of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenderssuch Guarantor.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, or LC Exposure, 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 (esubsection 10(e), 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 LoansLoans or the Reimbursement Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (esubsection 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 LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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 ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lendersa particular Assignee, if any Lender or any Assignee (a "benefited “Benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it hereunder, 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(d) or (e7(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender or any other Assignee (a “Non-Benefitted Lender”), if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, or LC ExposureNon-Benefitted Lender hereunder, such benefited Benefitted Lender shall purchase for cash from the other Non-Benefitted Lenders a participating interest in such portion of the Obligations owing to each such other Lender's Loans and LC ExposureNon-Benefitted Lender hereunder, or shall provide such other the Non-Benefitted Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of among the Benefit Lender and the Non-Benefitted Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “benefitted Lender"”) shall at any time receive any payment of all or part of its LoansLoans or its participations in Letters of Credit, or interest thereon, or LC Exposurefees, 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(d7(g) or (e)8.8, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, its participation in Letters of Credit, or interest thereon, or LC Exposurefees, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loans, participations in Letters of Credit, or fees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingThe Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans or its participations in Letters of Credit may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Lender were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) 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 "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d7.1(f) 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, or interest thereon, or LC Exposure’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoingprovisions of this paragraph shall not be construed to apply to (x) any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement, no or (y) any payment obtained by a Lender shall exercise as consideration for the assignment of or sale of a participation in any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lendersits Loans to any assignee or participant.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its Loans, its participations in Letters of Credit, or interest thereon, or LC Exposurefees, 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 (e7(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, its participations in Letters of Credit, or interest thereon, or LC Exposurefees, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoans, participations in Letters of Credit, or fees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter 108 recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingThe Borrower agrees that each Lender so purchasing a portion of another Lender's Loan or its participations in Letters of Credit may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Lender were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to as contemplated in Section 13.6 or elsewhere herein (or in the extent that this ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement expressly provides for payments to be allocated to a particular Lender or Lendersthe First Lien Intercreditor Agreement, as applicable), if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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)11.5, 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 ’s Loans, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑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 ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this -------------------- Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC ExposureExposure or participations in Swingline Loans, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offf, 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 ’s Loans, or interest thereon, or LC ExposureExposure or participations in Swingline Loans, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans ’s Loans, LC Exposure and LC Exposureparticipations in Swingline Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e9(f), or otherwise), in a greater proportion than and, after giving effect to any such payment to or the receipt of any such collateral, such benefitted Lender shall have received a greater proportionate payment (determined in accordance with subsection 4.7) or interest in collateral than that received by any other relevant Lender, if any, in respect of such other relevant Lender's Loansrelevant Loans or, if applicable, the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other relevant Lenders a participating or other similar interest in such portion of each such other relevant Lender's relevant Loans and LC Exposureor, if applicable, the Reimbursement Obligations owing to it, or shall provide such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; Lenders entitled to the same under this subsection, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to If any member of a particular Lender or Lenders, if any Lender Purchaser Group (a "benefited Lender"“Benefitted Purchaser Group”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or LC Exposure, 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), off or otherwise), ) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser Group, if any, in respect of such other Lender's LoansPurchaser Group’s Purchaser Group Invested Amount, or interest thereon, or LC Exposure, such benefited Lender Benefitted Group Purchaser shall purchase for cash from the other Lenders a participating interest in Purchaser Group such portion of each such other Lender's Loans and LC ExposurePurchaser Group’s interest in the Class A Investor Notes, or shall provide such other Lenders Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefitted Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefitted Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingThe Issuer agrees that any Purchaser Group so purchasing a portion of another Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Purchaser Group were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans owing to it by the Borrower, or interest thereon, or LC Exposure, 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 7(d8 or otherwise, except for payments pursuant to the operation of Sections 3.14(b) or (e), or otherwise10.6), 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 Loans, ’s Loans owing to it by the Borrower or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure, ’s Loan owing to it by the 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 benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, Loans or interest thereon, or LC Exposure, 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 (eArticle 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, ’s Loans or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, provided that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding , and (ii) the foregoing, no Lender provisions of this paragraph shall exercise not be construed to apply to any right of set-off against payment made by the Borrower pursuant to and in connection accordance with the express terms of this Agreement without or any payment obtained by a Lender as consideration for the consent assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Required LendersBorrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply, except, for the avoidance of doubt, for payments made pursuant to Section 2.15 hereof).

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or Acceptance Reimbursement Obligations then due and owing to it, or interest thereon, or LC Exposure, 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 (e9(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 LoansLoans or Acceptance Reimbursement Obligations then due and owing to it, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposureor Acceptance Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursements Obligations owing to it, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoans, or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC ExposureExposure or participations in Swingline Loans, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑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 ’s Loans, or interest thereon, or LC ExposureExposure or participations in Swingline Loans, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans ’s Loans, LC Exposure and LC Exposureparticipations in Swingline Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "“benefited Lender"”) shall at any time (other than pursuant to any assignment or participation permitted under Section 14.6) receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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)11.5, or otherwise), in a greater proportion (on the basis of the amount that would be payable or applicable to such Lender and other Lenders pursuant to Section 11.15) than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender amount received from any Guarantor shall exercise be applied to any right Excluded Swap Obligation of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenderssuch Guarantor.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender as contemplated in Section 13.6 or Lenderselsewhere herein, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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)11.5, 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 ’s Loans, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right For purposes of set-off against the Borrower in connection with this Agreement without the consent subclause (ii)(a) of the Required Lendersdefinition of “Excluded Taxes”, a Lender that acquires a participation pursuant to this Section 13.8 shall be treated as having acquired such participation on the date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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(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 ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, or LC Exposure, 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 (esubsection 10(e), 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 Loans’s Loans or the Reimbursement Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted -------------------- ---------- Lender") shall at any time receive any payment of all or part of its LoansLoans or ------ the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposureor the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to If any member of a particular Lender or Lenders, if any Lender Purchaser Group (a "benefited Lender"“Benefitted Purchaser Group”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or LC Exposure, 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), off or otherwise), ) in a greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser Group, if any, in respect of such other Lender's LoansPurchaser Group’s Purchaser Group Invested Amount, or interest thereon, or LC Exposure, such benefited Lender Benefitted Group Purchaser shall purchase for cash from the other Lenders a participating interest in Purchaser Group such portion of each such other Lender's Loans and LC ExposurePurchaser Group’s interest in the Class A Investor Notes, or shall provide such other Lenders Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefitted Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefitted Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingThe Issuer agrees that any Purchaser Group so purchasing a portion of another Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment 103 (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Purchaser Group were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e9(f), or otherwise), in a greater proportion than and, after giving effect to any such payment to or the receipt of any such collateral, such benefitted Lender shall have received a greater proportionate payment (determined in accordance with subsection 4.7) or interest in collateral than that 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, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating or other similar interest in such portion of each such other Lender's Loans and LC Exposureor the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders entitled to the same under this subsection; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “benefitted Lender"”) shall at any time receive any payment of all or part of its Revolving Loans, or interest thereon, or LC Exposurefees, 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(d7.1(g) or (e)8.8, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, ’s Revolving Loans or interest thereon, or LC Exposurefees, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Revolving Loans and LC Exposureor fees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingThe Borrower agrees that each Lender so purchasing a portion of another Lender’s Revolving Loans may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Lender were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (eArticle IX(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 LoansLoans of the same type or the Reimbursement Obligations owing to it, as the case may be, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to If any member of a particular Lender or Lenders, if any Lender Purchaser Group (a "benefited Lender"“Benefited Purchaser Group”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or LC Exposure, 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), off or otherwise), ) in a 114 greater proportion than any such payment to or collateral distribution received by any other LenderPurchaser Group, if any, in respect of such other Lender's LoansPurchaser Group’s Purchaser Group Invested Amount, or interest thereon, or LC Exposure, such benefited Lender Benefited Purchaser Group shall purchase for cash from the other Lenders a participating interest in Purchaser Group such portion of each such other Lender's Loans and LC ExposurePurchaser Group’s interest in the Series 2015-3 Notes, or shall provide such other Lenders Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefited Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefited Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingABRCF agrees that any Purchaser Group so purchasing a portion of another Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Purchaser Group were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited LenderBENEFITED LENDER") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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(ddescribed in SECTION 8.1(G) or and (e)H) of the Securitization Loan Agreement Form, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that each Lender so purchasing a portion of another Lender's Loan may exercise all rights of payment (including, without limitation, rights of set off) with respect to such portion as fully as if such Lender were the foregoing, no Lender shall exercise any right direct holder of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenderssuch portion.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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 ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating 509265-1292-1635217123-Active.25783117.740387902.9 ​ interest in such portion of each such other Lender's ’s Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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 68 ‌ ​ ​ 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 ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e10(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) 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 "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d7.1(f) 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, or interest thereon, or LC Exposure’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoing, no Lender provisions of this paragraph shall exercise not be construed to apply to (x) any right of set-off against payment made by the Borrower pursuant to and in connection accordance with the express terms of this Agreement without (including the consent application of funds arising from the Required Lendersexistence of a Defaulting Lender or Disqualified Institution), or (y) 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.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted -------------------- ---------- Lender") shall at any time receive any payment of all or part of its LoansLoans or ------ the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (esubsection 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 LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposureor the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, or LC Exposure, 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 (esubsection 10(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 Loans’s Loans or the Reimbursement Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its LoansLoans or Reimbursement Obligations, or interest thereon, or LC Exposure, 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 (e9.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Loans or Reimbursement Obligations, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingThe Borrowers agree that each Lender so purchasing a portion of another Lender’s Loan may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Lender were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited “Benefitted Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited 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 Back to Table of Contents recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or LendersPurchaser, if any Lender Tranche A Purchaser, Tranche B Purchaser, Tranche C Purchaser or Tranche D Purchaser, as the case may be (a "benefited LenderBenefitted Purchaser") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e7(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderTranche A Purchaser, Tranche B Purchaser, Tranche C Purchaser or Tranche D Purchaser, if any, respectively, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, or LC ExposurePurchaser, such benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders Tranche A, Tranche B, Tranche C or Tranche D Purchasers, as the case may be, a participating interest in such portion of the Obligations owing to each such other Lender's Loans and LC ExposureTranche A, Tranche B Purchaser, Tranche C Purchaser or Tranche D Purchaser, as the case may be, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender Benefitted Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersapplicable Purchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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)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 ’s Loans, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding ; provided, further, that with respect to any amount received from (i) any Foreign Subsidiary (or any Subsidiary of a Foreign Subsidiary) that would otherwise be subject to the foregoingforegoing provisions of this Section 12.8, no such Lender shall exercise only purchase participations in Canadian Obligations or (ii) the U.S. Parent Borrower or any right Subsidiary that is not a Foreign Subsidiary (or a Subsidiary of set-off against a Foreign Subsidiary) that would otherwise be subject to the Borrower foregoing provisions of this Section 12.8, such Lender shall only purchase participations in connection with this Agreement without the consent of the Required LendersU.S. Obligations.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than and, after giving effect to any such payment to or the receipt of any such collateral, such benefitted Lender shall have received a greater proportionate payment (determined in accordance with subsection 3.7) or interest in collateral than that 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, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating or other similar interest in such portion of each such other Lender's Loans and LC Exposureor the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders entitled to the same under this subsection; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited LenderBENEFITTED 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 LC Exposure, 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 (esubsection 9(f), or otherwiseotherwise (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 or the Reimbursement Obligations, as the case may be, owing to it, or interest thereon, or LC Exposure, such benefited 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 and LC Exposureor 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 benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender Purchaser (a "benefited Lender"“Benefitted Purchaser”) shall at any time receive any payment of all or part in respect of its LoansPurchaser Invested Amount any distribution of principal, or interest thereon, or LC Exposure, 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), off or otherwise), ) in a greater proportion propor-tion than any such payment to or collateral distribution received by any other LenderPurchaser, if any, in respect of such other Lender's LoansPurchaser’s Purchaser Invested Amount, or interest thereon, or LC Exposure, such benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders a participating interest in Purchaser such portion of each such other Lender's Loans and LC ExposurePurchaser’s interest in the Series 2004-1 Notes, or shall provide such other Lenders Purchaser with the benefits of any such collateral, or the proceeds thereof, as shall be necessary neces-sary to cause such benefited Lender Benefitted 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 por-tion of such excess payment or benefits is thereafter recovered from such benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingCRCF agrees that any Purchaser so purchasing a portion of another Purchaser’s Purchaser Invested Amount may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Purchaser were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (eArticle IX(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans of the same type or the Reimbursement Obligations owing to it, as the case may be, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this -------------------- Agreement expressly provides for payments to be allocated to a particular Lender or Lendersto the Lenders under a particular Facility, if any Lender (a "benefited Benefitted ---------- Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to ------ it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender's Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, -------- ------- that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest unless the foregoingBenefitted Lender is required to pay interest on the amount recovered, no in which case each Lender returning funds to the Benefitted Lender shall exercise any right pay its pro rata share of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenderssuch interest to such Benefitted Lender.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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(d) or (eArticle IX(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 LoansLoans of the same type or the Reimbursement Obligations owing to it, as the case may be, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC ExposureL/C Obligations or participations in Swingline Loans, 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(d7. (d) or 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 ’s Loans, or interest thereon, or LC ExposureL/C Obligations or participations in Swingline Loans, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans ’s Loans, L/C Obligations and LC Exposureparticipations in Swingline Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except as otherwise expressly provided in Section 8.1 hereof and Section 8.7 of the Participation Agreement where, and to the extent that this Agreement expressly provides for extent, one (1) Lender is entitled to payments prior to be allocated to a particular Lender or other Lenders, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its ----------------- Loans, or interest thereon, or LC Exposure, 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 (e6(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such -------- ------- excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent event of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposureparticipations in Swingline Loans, 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, or interest thereon, or LC Exposureparticipations in Swingline Loans, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposureor participations in Swingline Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the 90 85 Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e10(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lendersto the Lenders under a particular Facility, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offsetoff, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e8.1(f), or otherwise), ) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposure’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoing, no Lender provisions of this Section 10.7 shall exercise not be construed to apply to any right payment made by any Loan Party pursuant to and in accordance with the express terms of set-off against the Borrower in connection with this Agreement without or any payment obtained by a Lender as consideration for the consent assignment of the Required Lendersor sale of a participation in any of its Loans or Commitments to any assignee or participant.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (eArticle IX(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 LoansLoans of the same type or the Reimbursement Obligations owing to it, as the case may be, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or LendersLender, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offsetoff, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e8.1(f), or otherwise), ) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposure’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoing, no Lender provisions of this Section 10.7 shall exercise not be construed to apply to any right payment made by any Loan Party or BrandCo Entity pursuant to and in accordance with the express terms of set-off against the Borrower in connection with this Agreement without or any payment obtained by a Lender as consideration for the consent assignment of the Required Lendersor sale of a participation in any of its Loans or Commitments to any assignee or participant.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Initial Lender or a particular Assignee, if the Initial Lender or Lenders, if any Lender Assignee (a "benefited “Benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it hereunder, 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(d) or (e7(f), or otherwise), in a greater proportion than any such payment to or collateral received by the Initial Lender or any other Assignee (a “Non-Benefitted Lender”), if any, in respect of the Obligations owing to such other Lender's Loans, or interest thereon, or LC ExposureNon-Benefitted Lender hereunder, such benefited Benefitted Lender shall purchase for cash from the other Non-Benefitted Lenders a participating interest in such portion of the Obligations owing to each such other Lender's Loans and LC ExposureNon-Benefitted Lender hereunder, or shall provide such other the Non-Benefitted Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of among the Benefit Lender and the Non-Benefitted Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lendersto the Lenders under a particular Facility, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offsetoff, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e8.1(f), or otherwise), ) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposure’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoing, no Lender provisions of this Section 10.7 shall exercise not be construed to apply to any right payment made by any Loan Party or BrandCo Entity pursuant to and in accordance with the express terms of set-off against the Borrower in connection with this Agreement without (including prepayments received pursuant to Sections 10.6(g) or (h)) or any payment obtained by a Lender as consideration for the consent assignment of the Required Lendersor sale of a participation in any of its Loans to any assignee or participant.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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(d10.01(h) 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, ’s Loans or interest thereon, or LC Exposure, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact and (ii) purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (x) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (y) the foregoing, no Lender provisions of this Section shall exercise not be construed to apply to (A) any right payment made by or on behalf of set-off against the Borrower pursuant to and in connection accordance with the express terms of this Agreement without (including the consent application of funds arising from the Required Lenders.existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for DB1/ 110631747.4 127 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "“benefited Lender"”) shall at any time (other than pursuant to any assignment or participation permitted under Section 14.6) receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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)11.5, or otherwise), in a greater proportion (on the basis of the amount that would be payable or applicable to such Lender and other Lenders pursuant to Section 11.15) than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.218

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (esubsection 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 LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposureand/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary 100 to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly or any Court Order provides for payments to be allocated to the Lenders or a particular Lender or Lendersthe Administrative Agent, if any Lender (a "benefited “Benefitted Lender"”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans’s Loans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.109

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its LoansLoan owing to it, or interest thereon, or LC Exposure, 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 (eArticle 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 LoansLoan owing to it, or interest thereon, or LC Exposure, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding , and (ii) the foregoing, no Lender provisions of this paragraph shall exercise not be construed to apply to any right of set-off against payment made by the Borrower pursuant to and in connection accordance with the express terms of this Agreement without or any payment obtained by a Lender as consideration for the consent assignment of or sale of a participation in any of its Loan to any assignee or participant, other than to the Required LendersBorrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited benefitted Lender") shall at any time receive any payment of all or part of its Loans, its participations in Letters of Credit, or interest thereon, or LC Exposurefees, 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 (e7(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, its participations in Letters of Credit, or interest thereon, or LC Exposurefees, such benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoans, participations in Letters of Credit, or fees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoingThe Borrower agrees that each Lender so purchasing a portion of another Lender's Loan or its participations in Letters of Credit may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Lender were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except -------------------- to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") ----------------- shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all -------- ------- or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposureany other amount payable to it hereunder, or receive any collateral in respect thereof or any amount under any guarantee in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in paragraph (g) of Section 7(d) or (e)11, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposureany other amount payable to it hereunder, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in Lender such portion of each such other Lender's Loans and LC ExposureLoans, or shall provide such other Lenders Lender with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but 82 76 without interest. Notwithstanding the foregoingThe Company agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Lender were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited Benefitted ---------------------------------- ---------- Lender") shall at any time receive any payment of all or part of its LoansLoans or ------ Reimbursement Obligations then due and owing to it by any Borrower or any L/C Subsidiary, or interest thereon, or LC Exposure, 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(dparagraph (f) or (e)of Article XIII, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or Reimbursement Obligations then due and owing to it by such Borrower or such L/C Subsidiary, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureReimbursement Obligations owing to it by such Borrower or such L/C Subsidiary, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that -------- ------- if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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 509265-1292-17123-Active.40387902.9 ​ 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 ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's ’s Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "“benefited Lender"”) shall at any time receive any payment of all or part of its LoansExposure, or interest thereon, or LC Exposure, 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 (eArticle 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, ’s Exposure or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure, ’s Exposure or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, provided that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding , and (ii) the foregoing, no Lender provisions of this paragraph shall exercise not be construed to apply to any right of set-off against payment made by the Borrower pursuant to and in connection accordance with the express terms of this Agreement without or any payment obtained by a Lender as consideration for the consent assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Required LendersBorrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply, except, for the avoidance of doubt, for payments made pursuant to Section 2.15 hereof).

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or LendersLender, if any Lender (a "benefited “Benefited Lender"”) shall shall, at any time after the Loans have been declared to be due and payable pursuant to Section 7, receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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 (esubsection 7(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding Each Borrower agrees that each Lender purchasing a portion of another Lender’s portion of the foregoingLoan pursuant to this subsection 9.7(a) may exercise all rights of payment (including, no Lender shall exercise any right without limitation, rights of set-off against off) with respect to such portion as fully as if such Lender were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly -------------------- provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") shall at any time receive any ---------------- payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e9(f), or otherwise), in a greater proportion ------------ than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such Lender's Loan and/or of the Reimbursement Obligations owing to each such other Lender's Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any -------- ------- portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or LendersLender, if any Lender (a "benefited “Benefitted Lender"”) shall shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 7.2, receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e7.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender's Loans, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender's Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, for the avoidance of doubt, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding ; provided further, for the foregoingavoidance of doubt, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no Lender amounts received from, or set off with respect to, any Loan Party shall exercise be applied to any right Excluded Swap Obligations of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenderssuch Loan Party.

Adjustments; Set-off. (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 "“benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offset‑off, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e), or 45 otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, or LC Exposure, 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 (esubsection 10(e), 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 LoansLoans or the Reimbursement Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, or LC Exposure, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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)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 ’s Loans, or interest thereon, or LC Exposure, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding ; provided further that with respect to any amount received from (i) any Foreign Subsidiary (or any Subsidiary of a Foreign Subsidiary) that would otherwise be subject to the foregoingforegoing provisions of this Section 12.8, no such Lender shall exercise only purchase participations in Canadian Obligations or (ii) the U.S. Parent Borrower or any right Subsidiary that is not a Foreign Subsidiary (or a Subsidiary of set-off against a Foreign Subsidiary) that would otherwise be subject to the Borrower foregoing provisions of this Section 12.8, such Lender shall only purchase participations in connection with this Agreement without the consent of the Required LendersU.S. Obligations.

Adjustments; Set-off. (a) 449. Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lendersto the Lenders under a particular Facility, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-offsetoff, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e8.1(f), or otherwise), ) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposure’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoing, no Lender provisions of this Section 10.7 shall exercise not be construed to apply to any right payment made by any Loan Party or Local Borrowing Subsidiary pursuant to and in accordance with the express terms of set-off against the Borrower in connection with this Agreement without or any payment obtained by a Lender as consideration for the consent assignment of the Required Lendersor sale of a participation in any of its Loans to any assignee or participant.

Adjustments; Set-off. (a) Except to the extent that this Agreement Agreement, any other Financing Document or a court order expressly provides for payments to be allocated to a particular Lender or LendersConstruction Facility Lender, if any Construction Facility Lender (a "benefited Benefitted Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Construction Facility Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.5), 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(d) or (e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Construction Facility Lender, if any, in respect of the Construction Facility Obligations owing to such other Construction Facility Lender's Loans, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Construction Facility Lenders a participating interest in such portion of the Construction Facility Obligations owing to each such other Construction Facility Lender's Loans and LC Exposure, or shall provide such other Construction Facility Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Construction Facility Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except as otherwise expressly provided in Section 8.1 hereof and Section 8.7 of the Participation Agreement where, and to the extent that this Agreement expressly provides for extent, one Lender is entitled to payments prior to be allocated to a particular Lender or other Lenders, if any Lender (a "benefited Benefitted ---------- Lender") shall at any time receive any payment of all or part of its LoansLoan, or ------ interest thereon, or LC Exposure, 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 (e6(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 Loansportion of the Loan, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC ExposureLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or -------- ------- benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent event of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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(d10.01(h) 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, ’s Loans or interest thereon, or LC Exposure, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact and (ii) purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (x) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (y) the foregoing, no Lender provisions of this Section shall exercise not be construed to apply to (A) any right payment made by or on behalf of set-off against the Borrower pursuant to and in connection accordance with the express terms of this Agreement without (including the consent of the Required Lenders.120

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposureand/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, 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 (e11.01(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, ’s Loans or interest thereon, or LC Exposure, such benefited Benefited Lender shall (i) notify the Administrative Agent of such fact and (ii) purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoing, no Lender provisions of this Section shall exercise not be construed to apply to any right payment made by or on behalf of set-off against the Borrower pursuant to and in connection accordance with the express terms of this Agreement without (including (x) the consent application of funds arising from the Required Lendersexistence of a Defaulting Lender or (y) 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 (as to which the provisions of this Section shall apply)).

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited 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 LC Exposure, 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 (e9(f), or otherwiseotherwise (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 or the Reimbursement Obligations, as the case may be, owing to it, or interest thereon, or LC Exposure, such benefited 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 and LC Exposureor 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 benefited benefitted Lender to share the excess payment or benefits of such collateral or 121 128 proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) Except to the extent that this -------------------- Agreement expressly provides for payments to be allocated to the Lenders under a particular Lender or LendersFacility, if any Lender (a "benefited Benefitted Lender") shall at any time ----------------- receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or LC Exposure, 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 (e9(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such Lender's Loan and/or of the Reimbursement Obligations owing to each such other Lender's Loans and LC Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.

Adjustments; Set-off. (a) 49. Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lendersto the Lenders under a particular Facility, if any Lender (a "benefited “Benefited Lender"”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it, or receive any collateral 163 LEGAL_US_E # 147593786.29 in respect thereof (whether voluntarily or involuntarily, by set-offsetoff, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e8.1(f), or otherwise), ) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, or LC Exposure’s Obligations, such benefited Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans and LC Exposure’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding interest and (ii) the foregoing, no Lender provisions of this Section 10.7 shall exercise not be construed to apply to any right payment made by any Loan Party or BrandCo Entity pursuant to and in accordance with the express terms of set-off against the Borrower in connection with this Agreement without (including prepayments received pursuant to Sections 10.6(g) or (h)) or any payment obtained by a Lender as consideration for the consent assignment of the Required Lendersor sale of a participation in any of its Loans to any assignee or participant.

Adjustments; Set-off. (a) Except Subject to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenderssubsection 10.2, if any Lender -------------------- Bank (a "benefited Lenderbenefitted Bank") shall at any time receive any payment of all or part --------------- of its LoansLoans or the Reimbursement Obligation owing to it, or interest thereon, or LC Exposure, or receive any 115 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 (esubsection 10(f), 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 LenderBank's LoansLoans or the Reimbursement Obligation owing to it, or interest thereon, or LC Exposure, such benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other LenderBank's Loans and LC ExposureLoan or the Reimbursement Obligation owing to it, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding Each of the foregoingBorrowers, no Lender shall jointly and severally agrees that each Bank so purchasing a portion of another Bank's Loan or Reimbursement Obligation may exercise any right all rights of payment (including, without limitation, rights of set-off against off) with respect to such portion as fully as if such Bank were the Borrower in connection with this Agreement without the consent direct holder of the Required Lenderssuch portion.

Adjustments; Set-off. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders, if If any Lender (a "benefited 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 LC Exposure, 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 (e9(f), or otherwiseotherwise (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 or the Reimbursement Obligations, as the case may be, owing to it, or interest thereon, or LC Exposure, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Revolving Credit Loans, Term Loans and LC Exposureor 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 benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise any right of set-off against the Borrower in connection with this Agreement without the consent of the Required Lenders.