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portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.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 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), other than in connection with assignments hereunder, 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 ExposureObligations, 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 ExposureObligations, 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 as part of the exercise of remedies under this Agreement or any other Credit Document (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 such 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 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 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 Benefitted 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 (esubsection 9(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans or Reimbursement Obligations, 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 Reimbursement 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 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 as contemplated in Section 13.6 or elsewhere herein (or in the extent that this Second Lien Intercreditor Agreement expressly provides for payments to be allocated to a particular Lender or Lendersand/or the First Lien Intercreditor Agreement), 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 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 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 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 14.6 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 as part of the exercise of remedies under this Agreement or any other Credit Document (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e)12.5, or otherwise), in a greater proportion than any such payment to or such 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 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 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 or permits payments to be allocated or made 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 Finance 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(d8.1(g) 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 the Finance Obligations owing to 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 the Finance 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 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 or in any other Credit Document, 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 as part of the exercise of remedies under this Agreement or any other Credit Document (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 such 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 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 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 or in any other Credit Document, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment of all or part of its Revolving Credit 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 Collateral received by any other Lender, if any, in respect of such other Lender’s Revolving Credit 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 ExposureRevolving Credit 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 If any Lender (a “benefited Benefitted Lender”) shall at any time receive any payment of all or part of its Loans (other than a payment under Section 2.10, 2.11, 2.12 or 2.13 or under any insurance policy in favor of a Benefitted Lender with respect to its Loans), or interest thereon, or LC Exposure, 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 (eArticle VI(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, 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 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 such other Lender’s Loans, or interest thereon, or LC Exposure's Obligations, 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 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 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 as contemplated in Section 13.6 or elsewhere herein (or in a First Lien Intercreditor Agreement expressly provides for payments to be allocated to and/or a particular Lender or LendersSecond Lien Intercreditor Agreement), 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 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 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 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 or in any other Credit Document, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment of all or part of its Term 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 Collateral received by any other Lender, if any, in respect of such other Lender’s Term 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 ExposureTerm 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 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 paragraph (f) of Section 7(d) or (e), 9 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 's Loans and LC Exposureor Reimbursement 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 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 shall, at any time during the continuance of a Default or Event of Default, 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)) except pursuant to Section 13.6 or otherwise as permitted under this Agreement, 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 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 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 "Benefitted Lender”") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe amounts owing to it hereunder, 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 amounts owing to such other Lender’s Loans, or interest thereon, or LC ExposureLender hereunder, such benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the amounts owing to each such other Lender’s Loans and LC ExposureLender hereunder, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such 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 unless such Benefitted Lender is required to pay interest thereon, in which case each Lender returning funds to such 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.

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 14.6 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 as part of the exercise of remedies under this Agreement or any other Credit Document (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d) or (e)12.5, or otherwise), in a greater proportion than any such payment to or such 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 or a court order expressly provides for payments to be allocated to a particular Lender or LendersBank, if any Lender Bank (a “benefited LenderBenefitted Bank”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposurethe Obligations owing to it (other than in connection with an assignment made pursuant to Section 8.6), 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)6.1.15, or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereon, or LC ExposureBank, such benefited Lender Benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of the Obligations owing to each such other Lender’s Loans and LC ExposureBank, 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 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 or any affiliate thereof (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(d) or (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender (including any affiliate thereof), 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 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 LendersLender, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment of all or part of its Loans, the Loans or interest thereon, or LC Exposureother amounts owing to it under the Loan Documents (“Obligations”), 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(d6.1(f) or (e), 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 ExposureObligations, 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 ExposureObligations, 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 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 (e)subsection 9.1, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, or LC Exposure's Obligations, 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 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 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 LoansRevolving Credit Loans owing to it 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 (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Revolving Credit Lender, if any, in respect of such other Lender’s 's Revolving Credit 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 's Revolving Credit Loan due and LC Exposureowing to each such 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 Revolving Credit 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 such other Lender’s Loans, or interest thereon, or LC Exposure's Obligations, 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 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 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 as contemplated in Section 13.6 or elsewhere herein (or in the extent that this Second Lien Intercreditor Agreement expressly provides for payments to be allocated to a particular Lender or Lendersand/or the First Lien Intercreditor Agreement), 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-offset‑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 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 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 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 or a court order 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 (other than in connection with an assignment made pursuant to Section 9.6), 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 Lender, if any, in respect of the Obligations owing to 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 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 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 Lendersto the Lenders under a particular Facility, if any Lender (a “benefited Lender”"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(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, or interest thereon, or LC Exposure's Obligations, such benefited Benefited Lender shall 104 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; providedPROVIDED, howeverHOWEVER, 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 or in any other Credit Document, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment of all or 246 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 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 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 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 LenderLender that would otherwise share ratably with respect to the Loans of the applicable Class, 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 such 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 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 Subject to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lendersterms of the Subordination Agreement, if any Lender (a “benefited "Benefitted Lender”") shall at any time receive any payment of all or part of its LoansLoans 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(d7.1(g) or (eh), 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 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 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 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 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-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, 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 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 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), other than in connection with assignments hereunder, 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 ExposureObligations, 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 ExposureObligations, 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.144

Adjustments; Set-off. (a) Except to as contemplated in Section 13.6 or elsewhere herein (or in the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or LendersIntercreditor Agreement), 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 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 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 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 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 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 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 Benefited 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 thereofCollateral, as shall be necessary to cause such benefited Benefited Lender to share the excess payment or benefits of such collateral or proceeds Collateral 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 as otherwise expressly provided in Section 8.1 hereof 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 Lendersother Xxxxx xx, 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 34 respect of such other Lender’s '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 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 Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, 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 receives any payment of all or part of its LoansLoans in any Facility, 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 LenderLender in that Facility, 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 in the relevant Facility 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably rateably with each of the LendersLenders in the relevant Facility; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from 172 942882452.15 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 "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(d10.1, or otherwise (except pursuant to subsection 4.4, 4.13(d) or (e12.6), 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 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 '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.

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 or any affiliate thereof (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(d) or (e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderLender (including any affiliate thereof), if any, in respect of such other Lender’s Loans, or interest thereon, or LC ExposureObligations, 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 ExposureObligations, 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 as part of the exercise of remedies under this Agreement or any other Credit Document (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(d11.1(e) or (ef), or otherwise), in a greater proportion than any such payment to or such 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 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 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 or permits payments to be allocated or made 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-offset‑off, pursuant to events or proceedings of the nature referred to in Section 7(d9.1(g) 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 the Obligations owing to 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 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 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 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 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 or in any other Credit Document, if any Lender (a “benefited Benefited Lender”) shall at any time receive any payment of all or part of its Revolving Credit 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 AMERICAS 111453311 Collateral received by any other Lender, if any, in respect of such other Lender’s Revolving Credit 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 ExposureRevolving Credit 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 If any Specified Lender (a “benefited "benefitted Specified Lender”") shall at any time receive any payment of all or part of its Loans, or interest thereon, or LC Exposure, the Specified 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 (e137 131 subsection 9(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Specified Lender, if any, in respect of the Specified Obligations owing to such other Specified Lender’s Loans, or interest thereon, or LC Exposure, such benefited benefitted Specified Lender shall purchase for cash from the other Specified Lenders a participating interest in such portion of the Specified Obligations owing to each such other Specified Lender’s Loans and LC Exposure, or shall provide such other Specified Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited benefitted Specified Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Specified Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited benefitted Specified 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 Participant (a “benefited Lender”"benefitted -------------------- Participant") shall at any time receive any payment of all or part of its LoansParticipating Interest of the Net Investment, or interest thereon, or LC Exposureany Purchase Discount Amount in respect thereof, 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 IX, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other LenderParticipant, if any, in respect of such other Lender’s LoansParticipant's Participating Interest of the Net Investment, or interest thereon, or LC Exposureany Purchase Discount Amount in respect thereof, such benefited Lender benefitted Participant shall purchase acquire for cash from the other Lenders a participating interest in Participants such portion of each such other Lender’s Loans and LC ExposureParticipant's Participating Interest of the Net Investment, or shall provide such other Lenders Participants with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender benefitted Participant to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersParticipants; provided, however, that if all or any portion of such excess payment or -------- ------- benefits is thereafter recovered from such benefited Lenderbenefitted Participant, such purchase acquisition shall be rescinded, and the purchase transfer 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.