Common use of Adjustments; Set-off Clause in Contracts

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portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.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

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefited Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in paragraph (5) of Section 9 hereof, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, Obligations owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereofit, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations owing to it may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itObligations, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9(g) of this Agreement, or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans ’s Loan or Reimbursement Obligations, as the case may be, owing to such other LenderObligation, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans ’s Loan or Reimbursement Obligations Obligation may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any relevant Lender (a "Benefitted “benefitted Lender"”) shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itL/C Participating Interests, as the case may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 8, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other relevant Lender, if any, in respect of such other relevant Lender's ’s Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other relevant Lenders such portion of each such other relevant Lender's ’s Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to such other Lender, 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the relevant Lenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Borrower notice of any set-off; provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time shall receive any payment of all or part of any of the its Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans Loan or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedand if after taking into account such sharing the benefitted Lender continues to have access to addition funds of or collateral granted by the Borrower for application on account of its debt, howeverthen the benefitted Lender shall use such funds or collateral to reduce indebtedness of the Borrower held by it and share such payments and the benefits of such collateral with the other Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “benefitted Lender"”) shall at any time exercise any set-off right or receive any payment of all or part of any its Revolving Loans, or its participations in Letters of the Loans or Reimbursement Obligations owing to itCredit, or interest thereon, pursuant to a guarantee or otherwisefees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to bankruptcy or insolvency proceedings or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations’s Revolving Loans, as the case may beits participation in Letters of Credit, owing to it or interest thereon, or fees, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's ’s Revolving Loans or Reimbursement Obligations, as the case may be, owing to such other Lenderfees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations its participation in Letters of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion, provided that, for the avoidance of doubt but subject to the foregoing provisions of this Section 12.12(a), any Lender shall have the right (without further consent of the Borrower, the Agent or any other Lender), exercisable upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set-off and appropriate and apply against any such Obligations any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof or bank controlling such Lender to or for the credit or the account of the Borrower.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any ----------------- payment of all or part of any its Loans, its participations in Letters of the Loans or Reimbursement Obligations owing to itCredit, or interest thereon, pursuant to a guarantee or otherwisefees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsLoans, as the case may beits participations in Letters of Credit, owing to it or interest thereon, or fees, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans Loans, participations in Letters of Credit, or Reimbursement Obligations, as the case may be, owing to such other Lenderfees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans Loan or Reimbursement Obligations its participations in Letters of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to it, L/C Participating Interests or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off pursuant to events or proceedings of the nature referred to in subsection 8(f) or otherwise), ) in a greater proportion than any such payment to and collateral received by by, any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Agent shall promptly give the Borrower notice of any set-off, provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or any part of any of the its Loans or Reimbursement Obligations owing to itparticipations in LC Disbursements or Swingline Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.1 (h) or (i), or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans or Reimbursement Obligationsparticipations in LC Disbursements or Swingline Loans, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's Loans and participations in LC Disbursements or Reimbursement ObligationsSwingline Loans, as the case may be, owing to such other Lender, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations participations in LC Disbursements or Swingline Loans may exercise all rights of payment (including, without limitation, rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITED LENDER") shall at any time shall receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to it, its Advances or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 8(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it Lenders' Advances or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other LenderLenders' Advances, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders, and if after taking into account such sharing the benefited Lender continues to have access to addition funds of or collateral granted by any Borrower for application on account of its debt, then the benefited Lender shall use such funds or collateral to reduce debt of any Borrower held by it and share such payments and the benefits of such collateral with the other Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees Borrowers, jointly and severally, agree that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations Lenders' Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itL/C Participating Interests, as the case may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 9, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, PROVIDED that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, PROVIDED that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itit under the Revolving Credit Commitment, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, Obligations owing to it under the Revolving Credit Commitment or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders Lender such portion of each such other Lender's similar Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, Obligations 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold the Revolving Credit Commitment; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.01(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, 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 Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower expressly consents to the foregoing arrangements and agrees that each any Lender holding such a participation described above in a Loan deemed to have been so purchasing a portion of another Lender's Loans or Reimbursement Obligations purchased may exercise any and all rights of payment (includingbanker’s lien, without limitation, rights of set-off) setoff or counterclaim with respect to any and all moneys owing by the Borrower to such portion Lender by reason thereof as fully as if such purchasing Lender were had made a Loan directly to the direct holder Borrower in the amount of such portionparticipation.

Adjustments; Set-off. (a) If any Lender Purchaser (a "Benefitted LenderPurchaser") shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Outstanding Purchase Price, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 8.1(j) or pursuant to the Guarantee, the Repurchase Agreement or otherwise), in a greater proportion than any such payment to and or collateral received by any other LenderPurchaser, if any, in respect of such other LenderPurchaser's Loans or Reimbursement ObligationsOutstanding Purchase Price, as the case may be, owing to it or interest payable thereon, such Benefitted Lender Purchaser shall purchase for cash from the other Lenders Purchasers such portion of each such other LenderPurchaser's Loans or Reimbursement Obligations, as the case may be, owing to such other LenderOutstanding Purchase Price, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted LenderPurchaser, such purchase shall be rescinded, and the purchase price Purchase Price and benefits returned, to the extent of such recovery, but without interest. The Company Seller agrees that each Lender Purchaser so purchasing a portion of another LenderPurchaser's Loans or Reimbursement Obligations Outstanding Purchase Price may exercise all rights of payment (including, without limitation, rights of set-set- off) with respect to such portion as fully as if such purchasing Lender Purchaser were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations owing to itit (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 10(e), or otherwise), in a greater proportion than any such payment to and 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 or the Reimbursement Obligations, as the case may be, Obligations owing to it (or any participation therein arising pursuant to subsection 13.15) then due and owing, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans Loan or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time shall receive any payment of all or part of any of the its Domestic Term Loans, UK Term Loans or Reimbursement Obligations owing to itits Revolving Credit Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 11(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Domestic Term Loans, UK Term Loans or Reimbursement Obligations, Revolving Credit Loans (as the case may be), owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Domestic Term Loan, UK Term Loan or Revolving Credit Loans or Reimbursement Obligations, (as the case may be, owing to 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; and if after taking into account such sharing the benefitted Lender continues to have access to additional funds of or collateral granted by a Borrower for application on account of its debt, then the benefitted Lender shall use such funds or collateral to reduce indebtedness of such Borrower held by it and share such payments and the benefits of such collateral with the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Each Lender agrees that if any Lender (a "Benefitted “benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Loans, or interest thereon, thereon (except pursuant to a guarantee or otherwiseSection 10.7 hereof), or receive any collateral Collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8.1(e), or otherwise), ) in a greater proportion than any such payment to and collateral or Collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations’s Loans, as the case may be, owing to it or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateralCollateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral Collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. If a Defaulting Lender receives any such payment as described in the previous sentence, such Lender shall turn over such payments to the Administrative Agent in an amount that would satisfy the cash collateral requirements set forth in Section 2.17 hereof.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof thereon (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 8, or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans Loan or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, it as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, rescinded and the purchase price and benefits returned, returned to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan or the Reimbursement Obligations owing to it may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) 1. If any Lender (a "Benefitted LenderBENEFITED LENDER") shall at any time receive any payment of all or any part of any the principal of the its Revolving Credit Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwisesuch Lender, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.1(h) or (i), or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, Lender in respect of the principal of such other Lender's Revolving Credit Loans or the Reimbursement Obligations, as the case may be, Obligations owing to it such other Lender, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's Revolving Credit Loans or and Reimbursement Obligations, as the case may be, owing to such other Lender, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Revolving Credit Loans or and Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Except as specifically provided for in this Agreement, each Lender agrees that if any Lender (a "Benefitted “benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to a Bankruptcy Event or otherwise), ) in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations’s Loans, as the case may be, owing to it or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The provisions of this paragraph shall not be construed to apply to (1) any amounts applied by the Swingline Lender to outstanding Swingline Loans and (2) any amounts received by the Issuing Lender and/or Swingline Lender to secure the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder.

Adjustments; Set-off. (a) If any Lender Purchaser (a "Benefitted LenderPurchaser") shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Outstanding Purchase Price, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 8.1(j) or pursuant to the Guarantee, the Repurchase Agreement or otherwise), in a greater proportion than any such payment to and or collateral received by any other LenderPurchaser, if any, in respect of such other LenderPurchaser's Loans or Reimbursement ObligationsOutstanding Purchase Price, as the case may be, owing to it or interest payable thereon, such Benefitted Lender Purchaser shall purchase for cash from the other Lenders Purchasers such portion of each such other LenderPurchaser's Loans or Reimbursement Obligations, as the case may be, owing to such other LenderOutstanding Purchase Price, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted LenderPurchaser, such purchase shall be rescinded, and the purchase price Purchase Price and benefits returned, to the extent of such recovery, but without interest. The Company Seller agrees that each Lender Purchaser so purchasing a portion of another LenderPurchaser's Loans or Reimbursement Obligations Outstanding Purchase Price may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender Purchaser were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 11(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans Loan or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any its Ratable Share of the Loans or Reimbursement Obligations owing to itLoan, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off set‑off, pursuant to events or otherwiseproceedings of the USActive 32926859.13 -112- nature referred to in Section 9.1(a)(viii), or otherwise including pursuant to subsection (b) below), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations’s Ratable Share of the Loan, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations ’s Ratable Share of the Loan may exercise all rights of payment (including, without limitation, rights of set-offset‑off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") -------------------- ----------------- shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations, as the case may be, owing to it it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or the Reimbursement Obligations, as the case may be, owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits -------- ------- is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Unless an Event of Default has occurred and is continuing, if any Lender (a "Benefitted “benefitted Lender"”) shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s similar Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold such Term Loans; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. After the delivery of a Notice of Actionable Default and prior to the withdrawal of all Notices of Actionable Default then pending, all payments or Collateral (or proceeds thereof) received by any Agent or Lender in contravention of this Agreement, the Intercreditor Agreement or any other Loan Document, shall be segregated and held in trust and forthwith paid over to the Collateral Agent to be applied pursuant to Section 7.15(e).

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders or provides for the application of funds arising from the existence of a Defaulting Lender, if any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.01(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, 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 Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower expressly consents to the foregoing arrangements and agrees that each any Lender holding such a participation described above in a Loan or L/C Obligations deemed to have been so purchasing a portion of another Lender's Loans or Reimbursement Obligations purchased may exercise any and all rights of payment (includingbanker’s lien, without limitation, rights of set-off) off or counterclaim with respect to any and all moneys owing by the Borrower to such portion Lender by reason thereof as fully as if such purchasing Lender were had made a Loan directly to the direct holder Borrower in the amount of such portionparticipation.

Adjustments; Set-off. (a) If any Lender Bank (a "Benefitted Lenderbenefitted Bank") shall at any time shall receive any payment of all or part of any of the its Loans or its interests in the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 6.1(f), for otherwise), in a greater proportion than any such payment to and or collateral received by any other LenderBank, if any, in respect of such other LenderBank's Loans or its interests in the Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks such portion of each such other LenderBank's Loans Loan or its interests in the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted LenderBank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans or Reimbursement Obligations Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender Bank were the direct holder of such portion.`".

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of any its Loans, its participations in Letters of the Loans or Reimbursement Obligations owing to itCredit, or interest thereon, pursuant to a guarantee or otherwisefees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsLoans, as the case may beits participations in Letters of Credit, owing to it or interest thereon, or fees, such Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans Loans, participations in Letters of Credit, or Reimbursement Obligations, as the case may be, owing to such other Lenderfees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan or Reimbursement Obligations its participations in Letters of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or any part of any of its Loans, its Notes or the Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwiseObligations, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.1 (h) or (i), or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, Lender in respect of such other Lender's Loans Loans, Notes or the Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's Loans or Reimbursement Obligationsand Notes, as the case may be, owing to such other Lender, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations and the Notes may exercise all rights of payment (including, without limitation, rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a "Benefitted 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 any of the Loans or Reimbursement Obligations owing to itits Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 7(f), or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsLoans, as the case may be, owing to it or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other LenderLoans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations portion of the Loan pursuant to this subsection 9.7(a) may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Notwithstanding anything to the contrary in any Loan Document, if any Lender (for purposes of this sentence, a "“Benefitted Lender"”) shall at any time prior to any date on which the Commitments are terminated and the Loans and/or Reimbursement Obligations become due and payable pursuant to Section 8 (an “Acceleration”) receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwisesuch Benefitted Lender by either Borrower, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender (for the purposes of this sentence, an “Other Lender”), if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, Obligations owing to it or interest thereon, such Other Lender by such Borrower (in each case except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility) then such Benefitted Lender shall purchase for cash from the other Other Lenders a participating interest in such portion of the Obligations owing to each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Other Lender, or shall provide such other Other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders ratably (based upon the respective Aggregate Exposure Percentages of the Lenders immediately prior to receipt by such Benefitted Lender of such payment or collateral); provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time shall receive any payment of all or part of any of the its Domestic Term Loans, UK Term Loans or Reimbursement Obligations owing to itits Revolving Credit Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 12(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Domestic Term Loans, UK Term Loans or Reimbursement Obligations, Revolving Credit Loans (as the case may be), owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Domestic Term Loan, UK Term Loan or Revolving Credit Loans or Reimbursement Obligations, (as the case may be, owing to 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; and if after taking into account such sharing the benefitted Lender continues to have access to additional funds of or collateral granted by a Borrower for application on account of its debt, then the benefitted Lender shall use such funds or collateral to reduce indebtedness of such Borrower held by it and share such payments and the benefits of such collateral with the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.. 70 65

Adjustments; Set-off. (a) If Except as otherwise expressly set forth in this Agreement (including subsections 4.23, 4.24 and 11.6), if any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of its Term Loans, Revolving Credit Loans (other than payment of Swing Line Loans) or L/C Participating Interests, as the Loans or Reimbursement Obligations owing to itcase may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9(f), or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's ’s L/C Participating Interests, Term Loans or Reimbursement ObligationsRevolving Credit Loans, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's ’s L/C Participating Interests, Term Loans or Reimbursement ObligationsRevolving Credit Loans, as the case may be, owing to 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 Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided, further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation”, no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, including rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Borrower notice of any set-off, provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Benefited Lender") ), shall at any time receive obtain any payment of all or part (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of its Loans, its Notes or the Reimbursement Obligations in excess of its Outstanding Percentage of payments then due and payable on account of the Loans or Loans, the Notes and the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lenderall the Lenders, if any, in respect of then such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase forthwith purchase, without recourse, for cash cash, from the other Lenders such portion of each such other Lender's participations in their Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, and Notes as shall be necessary to cause such Benefitted Benefited Lender to share the such excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; them according to their Outstanding Percentages, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase from such other Lenders shall be rescinded, and each such other Lender shall repay to such Benefited Lender the purchase price and benefits returned, to the extent of such recovery, but without interesttogether with an amount equal to such other Lender's pro rata share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from such Benefited Lender) of any interest or other amount paid or payable by such Benefited Lender in respect of the total amount so recovered. The Company Borrower agrees that each such Benefited Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations participation from such other Lenders pursuant to this subsection (a) may exercise all such rights of to payment (including, without limitation, rights including the right of set-offsetoff) with respect to such portion participation as fully as if such purchasing Benefited Lender were the direct holder creditor of the Borrower in the amount of such portionparticipation.

Adjustments; Set-off. (a) If Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, 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 Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each provisions of this paragraph are intended to apply to all Lenders and to all payments, Collateral or proceeds of Collateral received by such Lenders in respect of the Obligations of the US Borrower or the Canadian Borrower hereunder regardless of whether such payment, collateral or proceeds from Collateral received by such Benefited Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) were received by such Lender with respect to such portion as fully as if such purchasing Lender the Obligations of the US Borrower or the Canadian Borrower or and regardless of whether the collateral or proceeds of Collateral were pledged to secure the direct holder of such portionCanadian Revolving Credit Facility, the US Revolving Credit Facility or the Term Loan Facility.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITED LENDER") shall at any time shall receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 8(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsLenders' Loans, as the case may be, owing to it or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other LenderLenders' Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders, and if after taking into account such sharing the benefited Lender continues to have access to addition funds of or collateral granted by the Borrower for application on account of its debt, then the benefited Lender shall use such funds or collateral to reduce debt of the Borrower held by it and share such payments and the benefits of such collateral with the other Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Lenders' Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender Bank (a "Benefitted Lenderbenefitted Bank") -------------------- shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations Obligation owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 7.1(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other LenderBank, if any, in respect of such other LenderBank's Loans or the Reimbursement Obligations, as the case may be, Obligation owing to it it, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks such portion of each such other LenderBank's Loans or the Reimbursement Obligations, as the case may be, Obligation owing to such other Lenderit, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or -------- ------- any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender Bank were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") ), shall at any time receive obtain any payment of all or part (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans, its Notes or the Reimbursement Obliga tions in excess of its Outstanding Percentage of payments then due and payable on account of the Loans or Loans, the Notes and the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lenderall the Lenders, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, then such Benefitted Lender shall purchase forthwith purchase, without recourse, for cash cash, from the other Lenders such portion of each such other Lender's participations in their Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, and Notes as shall be necessary to cause such Benefitted Lender to share the such excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; them according to their Outstanding Percentages, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase from such other Lenders shall be rescinded, and each such other Lender shall repay to such Benefitted Lender the purchase price and benefits returned, to the extent of such recovery, but without interesttogether with an amount equal to such other Lender's pro rata share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from such Benefitted Lender) of any interest or other amount paid or payable by such Benefitted Lender in respect of the total amount so recovered. The Company Borrower agrees that each such Benefitted Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations participation from such other Lenders pur suant to this subsection (a) may exercise all such rights of to payment (including, without limitation, rights including the right of set-off) with respect to such portion participation as fully as if such purchasing Benefitted Lender were the direct holder creditor of the Borrower in the amount of such portionparticipation.

Adjustments; Set-off. (a) If any Lender, the Swing Line Lender (a "Benefitted Lender") or the Issuing Bank shall at any time receive obtain any payment of all or part (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or Reimbursement Obligations in excess of its Outstanding Percentage of payments then due and payable on account of the Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other all the Lenders, the Swing Line Lender and the Issuing Bank, such Lender, if any, in respect of such other Lender's Loans the Swing Line Lender or Reimbursement Obligationsthe Issuing Bank, as the case may be, owing to it or interest thereonshall forthwith purchase, such Benefitted Lender shall purchase without recourse, for cash cash, from the other Lenders Lenders, the Swing Line Lender and the Issuing Bank such portion of each such other Lender's participations in their Loans or and Reimbursement Obligations, as the case may be, owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, Obligations as shall be necessary to cause such Benefitted Lender purchaser to share the such excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedthem according to their Outstanding Percentages, howeverPROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderpurchaser, such purchase shall be rescinded, rescinded and the related seller shall repay to such purchaser the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) together with respect an amount equal to such portion as fully as if such purchasing Lender were seller's pro rata share (according to the direct holder proportion of such portion(i) the amount of all other related required repayments to (ii) the total amount so recovered from the purchaser) of any interest or other amount paid or payable by the purchaser in respect of the total amount so recovered.

Adjustments; Set-off. (a) If Subject to subsection 10.2, if any Lender Bank (a "Benefitted Lenderbenefited Bank") shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations Obligation owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 10(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other LenderBank, if any, in respect of such other LenderBank's Loans or the Reimbursement Obligations, as the case may be, Obligation owing to it it, or interest thereon, such Benefitted Lender benefited Bank shall purchase for cash from the other Lenders Banks such portion of each such other LenderBank's Loans Loan or the Reimbursement Obligations, as the case may be, Obligation owing to such other Lenderit, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender benefited 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 Benefitted Lenderbenefited Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each of the Borrowers, jointly and severally agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans Loan or Reimbursement Obligations Obligation may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender Bank were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in paragraph (f) of Article VIII, or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans or the Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans ’s Loan or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (other than a Local European Lender)(a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itit under any Commitment, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it under such Commitment or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's similar Loans or Reimbursement Obligations, as the case may be, owing to 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold such Commitment; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or any part of any of the its Loans or Reimbursement Obligations owing to it, participations in LC Disbursements or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, Lender in respect of such other Lender's ’s Loans or Reimbursement Obligationsparticipations in LC Disbursements, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's ’s Loans or Reimbursement Obligationsand participations in LC Disbursements, as the case may be, owing to such other Lender, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest, unless the Benefited Lender is required to pay interest on such recovery to the person recovering the same, in which case with interest thereon, computed at the same rate, and on the same basis, as the interest that the Benefited Lender is required to pay. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations participations in LC Disbursements may exercise all rights of payment (including, without limitation, rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itL/C Participating Interests, as the case may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 9, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itit under any Commitment, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion 102 than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, Obligations owing to it under such Commitment or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders Lender such portion of each such other Lender's similar Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold such Commitment; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-set- off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to it, or interest thereon, it (other than in connection with an assignment made pursuant to a guarantee or otherwiseSection 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, 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 Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees ; provided further, that each Lender so purchasing a portion to the extent prohibited by applicable law as described in the definition of another Lender's Loans “Excluded Swap Obligation,” no amounts received from, or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) off with respect to, any Guarantor shall be applied to such portion as fully as if such purchasing Lender were the direct holder any Excluded Swap Obligations of such portion.Guarantor. 138

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations Obligation owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 8.1(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (ahh) If Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to it, or interest thereon, it (other than in connection with an assignment made pursuant to a guarantee or otherwiseSection 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, 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 Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees ; provided further, that each Lender so purchasing a portion to the extent prohibited by applicable law as described in the definition of another Lender's Loans “Excluded Swap Obligation,” no amounts received from, or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) off with respect to, any Subsidiary Guarantor shall be applied to such portion as fully as if such purchasing Lender were the direct holder any Excluded Swap Obligations of such portionSubsidiary Guarantor.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of any its Loans, its participations in Letters of the Loans or Reimbursement Obligations owing to itCredit, or interest thereon, pursuant to a guarantee or otherwisefees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsLoans, as the case may beits participations in Letters of Credit, owing to it or interest thereon, or fees, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans Loans, participations in Letters of Credit, or Reimbursement Obligations, as the case may be, owing to such other Lenderfees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan or Reimbursement Obligations its participations in Letters of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender Bank (a "Benefitted Lenderbenefitted Bank") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itL/C Participating Interests, as the case may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 8, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other LenderBank, if any, in respect of such other LenderBank's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks such portion of each such other LenderBank's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to such other Lender, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender Bank were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or its Loans, its Reimbursement Obligations or other amounts owing to itit hereunder in respect of any participating interest in any Loan, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 9(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other relevant Lender, if any, in respect of such other relevant Lender's Loans ’s relevant Loans, Reimbursement Obligations or Reimbursement Obligations, as the case may be, other amounts owing to it hereunder in respect of any participating interest in any Loan, or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other relevant Lenders a participating interest in such portion of each such other relevant Lender's Loans ’s relevant Loans, Reimbursement Obligations or Reimbursement Obligations, as the case may be, other amounts owing to such other Lenderit hereunder in respect of any participating interest in any Loan, 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 Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the relevant Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Benefited Parent Lender") ), shall at any time receive obtain any payment of all or part (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Revolving Credit Loans, its Revolving Credit Notes or the Reimbursement Obligations in excess of its Parent Outstanding Percentage of payments then due and payable on account of the Loans or Revolving Credit Loans, the Revolving Credit Notes and the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lenderall the Lenders, if any, in respect of then such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Parent Lender shall purchase forthwith purchase, without recourse, for cash cash, from the other Lenders such portion of each such other Lender's participations in their Revolving Credit Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, and Revolving Credit Notes as shall be necessary to cause such Benefitted Benefited Parent Lender to share the such excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; them according to their Parent Outstanding Percentages, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Parent Lender, such purchase from such other Lenders shall be rescinded, and each such other Lender shall repay to such Benefited Parent Lender the purchase price and benefits returned, to the extent of such recovery, but without interesttogether with an amount equal to such other Lender's pro rata share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from such Benefited Parent Lender) of any interest or other amount paid or payable by such Benefited Parent Lender in respect of the total amount so recovered. The Company Each Borrower agrees that each such Benefited Parent Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations participation from such other Lenders pursuant to this subsection (a) may exercise all such rights of to payment (including, without limitation, rights including the right of set-off) with respect to such portion participation as fully as if such purchasing Benefited Parent Lender were the direct holder creditor of such portionParent in the amount of such participation.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted --------------------- ---------- Lender") shall at any time shall receive any payment of all or part of any of the its Loans or ------ the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f) or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans Loan or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess -------- ------- payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITTED LENDER") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itit under the Revolving Credit Commitment, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Revolving Credit Loans or Reimbursement Obligations, as the case may be, Obligations owing to it under the Revolving Credit Commitment or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders Lender such portion of each such other Lender's similar Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold the Revolving Credit Commitment; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the its Revolving Credit Loans or Reimbursement Obligations owing to itObligations, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's ’s Revolving Credit Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s Revolving 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 Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations ’s Revolving Credit Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itL/C Participating Interests, as the case may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 9, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all 97 92 or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Benefited Lender") shall at any time receive any payment of all or any part of any the principal of the its Revolving Credit Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwisesuch Lender, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9.1(h) or (i), or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, Lender in respect of the principal of such other Lender's Revolving Credit Loans or Reimbursement Obligationsto such other Lender, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender's Loans or Reimbursement ObligationsRevolving Credit Loans, as the case may be, owing to such other Lender, or and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and such other Lenders shall repay to the Benefited Lender the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that together with an amount equal to each Lender so purchasing a portion of another Lender's Loans pro rata share (according to the proportion of (i) the amount of each other Lender's required repayment to (ii) the total amount so recovered from the Benefited Lender) of any interest or Reimbursement Obligations may exercise all rights other amount paid or payable by the Benefited Lender in respect of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portiontotal amount so recovered.

Adjustments; Set-off. (a) If Each Lender agrees that if any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 7.1(e), or otherwise), ) in a greater proportion (based on the amount owing to various lenders) than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations’s Loans, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees Borrowers agree that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. Notwithstanding anything to the contrary contained herein, the provisions of this Section 9.7(a) shall be subject to the express provisions of this Agreement which require differing payments to be made to Lenders which are Non-Extended Revolving Lenders as opposed to Extended Revolving Lenders (and vice versa).

Adjustments; Set-off. (a) If Each Lender agrees that if any Lender (a "Benefitted “benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Committed Rate Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 6, or otherwise), ) in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations’s Committed Rate Loans, as the case may be, owing to it or interest thereonthereon (except as expressly provided in subsection 2.18), such Benefitted benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s Committed Rate Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations ’s Committed Rate Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted -------------------- ---------- Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itit under any Commitment, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, Obligations owing to it under such Commitment or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders Lender such portion of each such other Lender's similar Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold such Commitment; provided, however, that if all or any -------- ------- portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Parent Lender") ), shall at any time receive obtain any payment of all or part (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Revolving Credit Loans, its Revolving Credit Notes or the Reimbursement Obligations in excess of its Parent Outstanding Percentage of payments then due and payable on account of the Loans or Revolving Credit Loans, the Revolving Credit Notes and the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lenderall the Lenders, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, then such Benefitted Parent Lender shall purchase forthwith purchase, without recourse, for cash cash, from the other Lenders such portion of each such other Lender's participations in their Revolving Credit Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, and Revolving Credit Notes as shall be necessary to cause such Benefitted Parent Lender to share the such excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; them according to their Parent Outstanding Percentages, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Parent Lender, such purchase from such other Lenders shall be rescinded, and each such other Lender shall repay to such Benefitted Parent Lender the purchase price and benefits returned, to the extent of such recovery, but without interesttogether with an amount equal to such other Lender's pro rata share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from such Benefitted Parent Lender) of any interest or other amount paid or payable by such Benefitted Parent Lender in respect of the total amount so recovered. The Company Each Borrower agrees that each such Benefitted Parent Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations participation from such other Lenders pursuant to this subsection (a) may exercise all such rights of to payment (including, without limitation, rights including the right of set-off) with respect to such portion participation as fully as if such purchasing Benefitted Parent Lender were the direct holder creditor of such portionParent in the amount of such participation.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a "Benefitted “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 any of the Loans or Reimbursement Obligations owing to itits Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 7(f), or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations’s Loans, as the case may be, owing to it or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations ’s portion of the Loan pursuant to this subsection 9.7(a) may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender Purchaser (a "Benefitted LenderPurchaser") shall at -------------------- any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Outstanding Purchase Price, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 8.1(j) or pursuant to the Guarantee, the Repurchase Agreement or otherwise), in a greater proportion than any such payment to and or collateral received by any other LenderPurchaser, if any, in respect of such other LenderPurchaser's Loans or Reimbursement ObligationsOutstanding Purchase Price, as the case may be, owing to it or interest payable thereon, such Benefitted Lender Purchaser shall purchase for cash from the other Lenders Purchasers such portion of each such other LenderPurchaser's Loans or Reimbursement Obligations, as the case may be, owing to such other LenderOutstanding Purchase Price, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; provided, however, that if all or any portion of such -------- ------- excess payment or benefits is thereafter recovered from such Benefitted LenderPurchaser, such purchase shall be rescinded, and the purchase price Purchase Price and benefits returned, to the extent of such recovery, but without interest. The Company Seller agrees that each Lender Purchaser so purchasing a portion of another LenderPurchaser's Loans or Reimbursement Obligations Outstanding Purchase Price may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender Purchaser were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted LenderBENEFITED LENDER") shall at any time shall receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 8(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Lenders' Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other LenderLenders' Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders, and if after taking into account such sharing the benefited Lender continues to have access to addition funds of or collateral granted by the Borrower for application on account of its debt, then the benefited Lender shall use such funds or collateral to reduce debt of the Borrower held by it and share such payments and the benefits of such collateral with the other Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Lenders' Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Each Lender agrees that if any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Committed Rate Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 6, or otherwise), ) in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations’s Committed Rate Loans, as the case may be, owing to it or interest thereonthereon (except as expressly provided in subsection 2.18), such Benefitted Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s Committed Rate Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations ’s Committed Rate Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itit under any Commitment, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of 92 87 such other Lender's Loans or Reimbursement Obligations, as the case may be, Obligations owing to it under such Commitment or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders Lender such portion of each such other Lender's similar Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold such Commitment; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the Loans or its Loans, its Reimbursement Obligations or other amounts owing to itit hereunder in respect of any participating interest in any Loan, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 11(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other relevant Lender, if any, in respect of such other relevant Lender's Loans relevant Loans, Reimbursement Obligations or Reimbursement Obligations, as the case may be, other amounts owing to it hereunder in respect of any participating interest in any Loan, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other relevant Lenders a participating interest in such portion of each such other relevant Lender's Loans relevant Loans, Reimbursement Obligations or Reimbursement Obligations, as the case may be, other amounts owing to such other Lenderit hereunder in respect of any participating interest in any Loan, 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the relevant Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of any of the its Revolving Credit Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans Revolving Credit Loans, or the Reimbursement Obligations, as the case may be, owing to it it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Revolving Credit Loans or the Reimbursement Obligations, as the case may be, owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders (pro rata on the basis of the outstanding Loans made by the Lenders); provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") ), shall at any time receive obtain any payment of all or part (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans or its Notes in excess of its pro rata share of payments then due and payable on account of the Loans or Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral the Notes received by any other Lenderall the Lenders, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, then such Benefitted Lender shall purchase forthwith purchase, without recourse, for cash cash, from the other Lenders such portion of each such other Lender's participations in their Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, and Notes as shall be necessary to cause such Benefitted Lender to share the such excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; them, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase from such other Lenders shall be rescinded, and each such other Lender shall repay to such Benefitted Lender the purchase price and benefits returned, to the extent of such recovery, but without interesttogether with an amount equal to such other Lender's pro rata share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from such Benefitted Lender) of any interest or other amount paid or payable by such Benefitted Lender in respect of the total amount so recovered. The Company Borrower agrees that each such Benefitted Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations participation from such other Lenders pursuant to this subsection (a) may exercise all such rights of to payment (including, without limitation, rights including the right of set-off) with respect to such portion participation as fully as if such purchasing Benefitted Lender were the direct holder creditor of the Borrower in the amount of such portionparticipation.

Adjustments; Set-off. (a) If Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if any Lender (a "“Benefitted Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to it, or interest thereon, it (other than in connection with an assignment made pursuant to a guarantee or otherwiseSection 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loans or Reimbursement Obligations, as the case may be, 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 Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set-off with respect to, any Subsidiary Guarantor shall be applied to any Excluded Swap Obligations of such Subsidiary Guarantor. The Company agrees that (b) In addition to any rights and remedies of the Lenders provided by law, each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (includingshall have the right, without limitationnotice to the Borrower, rights of set-off) with respect to any such portion as fully as if such purchasing Lender were the direct holder of such portion.notice being expressly 164

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itL/C Participating Interests, as the case may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 9, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees 95 90 that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefited Lender") shall at any time receive any ---------------- payment of all or part of any its Loans, its participations in Letters of the Loans or Reimbursement Obligations owing to itCredit, or interest thereon, pursuant to a guarantee or otherwisefees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement ObligationsLoans, as the case may beits participations in Letters of Credit, owing to it or interest thereon, or fees, such Benefitted benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans Loans, participations in Letters of Credit, or Reimbursement Obligations, as the case may be, owing to such other Lenderfees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that -------- ------- if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans Loan or Reimbursement Obligations its participations in Letters of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted -------------------- ---------- Lender") shall at any time receive any payment of all or part of any of the its Loans or ------ the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess -------- ------- payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company HCC agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender or the Swingline Lender (each, a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Revolving Credit Loans or Reimbursement Obligations owing to itSwingline Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in subsection 8(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender or Swingline Lender, if any, in respect of such other Lender's Revolving Credit Loans or Reimbursement ObligationsSwingline Loans, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders and the Swingline Lender a participating interest in such portion of each such other Lender's or Swingline Lender's Revolving Credit Loans or Reimbursement Obligations, as the case may be, owing to such other LenderSwingline Loans, or shall provide such other Lenders and the Swingline Lender with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders and the Swingline Lender; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted Benefited Lender") ), shall at any time receive obtain any payment of all or part (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans, Notes or the Reimbursement Obligations in excess of its Revolving Loan Commitment Percentage of payments then due and payable on account of the Loans or Loans, the Notes, and the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater proportion than any such payment to and collateral received by any other Lenderall the Lenders, if any, in respect of then such other Lender's Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase forthwith purchase, without recourse, for cash cash, from the other Lenders such portion of each such other Lender's participations in their Loans or Reimbursement Obligations, as the case may be, owing to such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereofand Notes, as shall be necessary to cause such Benefitted Benefited Lender to share the such excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; them according to their Revolving Loan Commitment Percentages, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase from such other Lenders shall be rescinded, and each such other Lender shall repay to such Benefited Lender the purchase price and benefits returned, to the extent of such recovery, but without interesttogether with an amount equal to such other Lender's pro rata share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from such Benefited Lender) of any interest or other amount paid or payable by such Benefited Lender in respect of the total amount so recovered. The Company Parent agrees that each such Benefited Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations participation from such other Lenders pursuant to this subsection (a) may exercise all such rights of to payment (including, without limitation, rights including the right of set-off) with respect to such portion participation as fully as if such purchasing Benefited Lender were the direct holder creditor of such portionParent in the amount of such participation.

Adjustments; Set-off. (a) If any Lender Bank (a "Benefitted Lenderbenefitted Bank") shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations then due and owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 12(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other LenderBank, if any, in respect of such other LenderBank's Loans or the Reimbursement Obligations, as the case may be, Obligations then due and owing to it it, or interest thereon, such Benefitted Lender benefitted Bank shall purchase for cash from the other Lenders Banks a participating interest in such portion of each such other LenderBank's Loans Loan or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Each of the Company and the Subsidiary Borrowers agrees that each Lender Bank so purchasing a portion of another LenderBank's Loans or Reimbursement Obligations Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender Bank were the direct holder of such portion.. Arrow Electronics Credit Agreement

Adjustments; Set-off. (a) If any relevant Lender (a "Benefitted benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or Reimbursement Obligations owing to itL/C Participating Interests, as the case may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 9, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other relevant Lender, if any, in respect of such other relevant Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other relevant Lenders such portion of each such other relevant Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to such other Lender, 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the relevant Lenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Borrower notice of any set-off; provided that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Set-off. (a) If any relevant Lender (a "Benefitted benefitted -------------------- ---------- Lender") shall at any time receive any payment of all or part of any of the its ------ Loans or Reimbursement Obligations owing to itL/C Participating Interests, as the case may be, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 9, or otherwise), ) in a greater proportion than any such payment to and collateral received by any other relevant Lender, if any, in respect of such other relevant Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to it or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other relevant Lenders such portion of each such other relevant Lender's Loans or Reimbursement ObligationsL/C Participating Interests, as the case may be, owing to such other Lender, 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 Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the relevant Lenders; provided, however, provided that if all or any -------- portion of such excess payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees Borrowers agree that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations and/or L/C Participating Interests may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off; provided that the failure to give such notice shall not affect the validity of -------- such set-off.

Adjustments; Set-off. (a) If any DIP Lender (a "Benefitted “Benefited DIP Lender"”) shall at any time receive any payment of all or part of any of the Loans or Reimbursement Obligations owing to itits Loans, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral DIP Collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings relating to the Cases, or otherwise), in a greater proportion than any such payment to and collateral or DIP Collateral received by any other DIP Lender, if any, in respect of such other DIP Lender's Loans or Reimbursement Obligations’s DIP Loans, as the case may be, owing to it or interest thereon, such Benefitted Benefited DIP Lender shall purchase for cash from the other DIP Lenders a participating interest in such portion of each such other DIP Lender's Loans or Reimbursement Obligations, as the case may be, owing to such other Lender’s DIP Loan, or shall provide such other DIP Lenders with the benefits of any such collateralDIP Collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited DIP Lender to share the excess payment or benefits of such collateral DIP Collateral or proceeds ratably with each of the DIP Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited DIP Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each DIP Lender so purchasing a portion of another DIP Lender's Loans or Reimbursement Obligations ’s DIP Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing DIP Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 9(g), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's ’s Loans or Reimbursement Obligations, as the case may be, owing to it or interest thereon, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender's ’s Loans or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Each Borrower agrees that each Lender so purchasing a portion of another Lender's ’s Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If any Lender (a "Benefitted benefitted -------------------- ---------- Lender") shall at any time shall receive any payment of all or part of any of the its Loans or ------ the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f) or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations owing to it it, or interest thereon, such Benefitted benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender's Loans Loan or the Reimbursement Obligations, as the case may be, Obligations owing to such other Lenderit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess -------- ------- payment or benefits is thereafter recovered from such Benefitted benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company Borrower agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Set-off. (a) If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lender of a particular Facility, if any Lender (a "Benefitted Lender") shall at any time receive any payment of all or part of any of the its Loans or the Reimbursement Obligations owing to it, or interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof then due and owing to such Lender (whether voluntarily or involuntarily, by set-off off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to and or collateral received by any other Lender, if any, in respect of such other Lender's Loans or the Reimbursement Obligations, as the case may be, Obligations then due and owing to it such other Lender, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a participating (or, at the option of such Lender, a direct) interest in such portion of each such other Lender's Loans or Loan and/or of the Reimbursement Obligations, as the case may be, 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 Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees that each Lender so purchasing a portion of another Lender's Loans or Reimbursement Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.