Common use of Adjustments; Set-off Clause in Contracts

Adjustments; Set-off. (a) Subject to Section 2.2(b), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrower. Each Lender agrees promptly to notify such Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject Except to Section 2.2(b)the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereonthe Obligations owing to it by a U.S. Loan Party (other than in connection with an assignment made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereonLender by such U.S. Loan Party, such Benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s LoansLender by such U.S. Loan Party, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further further, that to the provisions extent prohibited by applicable law as described in the definition of this paragraph “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Subsidiary Guarantor shall not be construed to apply applied to any payment obtained by a Lender as consideration for the assignment Excluded Swap Obligations of or sale of a participation in any of its Loans to any assignee or participantsuch Subsidiary Guarantor. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other notice of to any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by each Borrower to the extent permitted by Applicable Lawapplicable law, with the prior written consent of the Administrative Agent, upon any amount Obligations becoming due and payable by a Parent Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) ), to set off and appropriate and apply against to the payment of such amount Obligations, by setoff or otherwise, 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 Lender, any affiliate thereof or any branch of their respective branches or agency thereof agencies to or for the credit or the account of the Parent Borrower; provided that if any Defaulting Lender shall exercise any such Borrowerright of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender agrees promptly to notify such the Parent Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Except as contemplated in Section 2.2(b)13.6 or elsewhere herein, if any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonCredit Parties, any such notice being hereby expressly waived, waived by the Credit Parties to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower the Credit Parties hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrowerthe Credit Parties. Each Lender agrees promptly to notify such Borrower the Credit Parties and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower or the Canadian Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower and the Canadian Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower or the Canadian Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower or the Canadian Borrower, as the case may be. Each Lender agrees promptly to notify such the Borrower or the Canadian Borrower, as the case may be, and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject Except to Section 2.2(b)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 “Benefited Benefitted Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereonthe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e8.1(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender’s Loans, or interest thereon, such Benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time or and from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the fullest extent permitted by Applicable Lawlaw, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount 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 and other obligations at any time owing by such Lender or any branch or agency thereof Affiliate to or for the credit or the account of such Borrower. Each Lender agrees promptly to notify such the Borrower against any of and all the Administrative Agent after any such set-off and application made obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, provided that the failure irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to give other rights and remedies (including other rights of setoff) which such notice shall not affect the validity of such set-off and applicationLender may have.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e10.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact and (ii) purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (x) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that interest and (y) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantparticipant (as to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (2) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (b) In After the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management Borrower or any other PersonCredit Party, any such notice being hereby expressly waived, waived by the Credit Parties to the extent permitted by Applicable Law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower, as the case may be. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject Except to Section 2.2(b)the extent that this Agreement provides for payments to be allocated to the Lenders or a particular Lender or Agent, if any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s LoansLoans or the Reimbursement Obligations owing to such other Lender, or interest thereon, such Benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentmentprior notice to SuperHoldings, demand, protest Holdings or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waivedwaived by SuperHoldings, Holdings and the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a SuperHoldings, Holdings or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount 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 Lender, any Affiliate thereof or any branch or agency thereof to or for the credit or the account of such SuperHoldings, Holdings or the Borrower. Each Lender agrees promptly to notify such SuperHoldings, Holdings, the Borrower and the Administrative Agent after any such set-off setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon except as provided in the occurrence last sentence of an Event of Default this subclause (b), each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of to any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by each Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrowerthe Borrowers. Each Lender agrees promptly to notify such Borrower (and the Parent Borrower, if other) and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything to the contrary in any Credit Document, any Secured Party and its Affiliates (and each Participant of any Lender or any of its Affiliates) that is a Government Receivables Bank shall not have the right and hereby expressly waives any rights it might otherwise have, to set-off or appropriate and apply any or 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 Secured Party or its Affiliates (and each Participant of any Lender or any of its Affiliates) or any branch or agency thereof in a Government Receivables Deposit Account (but no other deposit account or any subsequent accounts to which the proceeds of Government Accounts may be transferred) to or for the credit or the account of the Borrowers, in each case to the extent necessary for the Credit Parties and each Secured Party and its Affiliates (and each Participant of any Lender and its Affiliates) to remain in compliance with Medicare, Medicaid, TRICARE, CHAMPVA or any other applicable laws, rules or regulations of a Government Agency.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e8.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited 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 Benefited 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 the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, upon the occurrence and continuation of an any Event of Default each Lender is hereby authorized at any time or from time to timeDefault, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of the Borrower, provided that in the event that any Defaulting Lender shall exercise any such Borrowerright of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, ; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon except as provided in the occurrence last sentence of an Event of Default this subclause (b), each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of to any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by each Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrowerthe Borrowers. Each Lender agrees promptly to notify such Borrower (and the Parent Borrower, if other) and the Administrative Agent after any such set-off and application made by such Lender, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything to the contrary in any Credit Document, any Secured Party and its Affiliates (and each Participant of any Lender or any of its Affiliates) that is a Government Receivables Bank shall not have the right and hereby expressly waives any rights it might otherwise have, to set-off or appropriate and apply any or 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 Secured Party or its Affiliates (and each Participant of any Lender or any of its Affiliates) or any branch or agency thereof in a Government Receivables Deposit Account (but no other deposit account or any subsequent accounts to which the proceeds of Government Accounts may be transferred) to or for the credit or the account of the Borrowers, in each case to the extent necessary for the Credit Parties and each Secured Party and its Affiliates (and each Participant of any Lender and its Affiliates) to remain in compliance with Medicare, Medicaid, TRICARE, CHAMPVA or any other applicable laws, rules or regulations of a Government Agency.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefited" Lender”) shall at any time receive any payment of all or part of its Loans, Exposure or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(eArticle X(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, 's Exposure or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Exposure, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, provided that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited 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 , and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeand each of its Affiliates shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder or under the Notes (whether at the stated maturity, by acceleration or otherwise) ), to set off and appropriate and apply against such amount amount, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, obligations, 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 of its Affiliates or any branch or agency thereof to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender or Transferee (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7(e)7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Company agrees that each Lender so purchasing a portion of another Lender's Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon the occurrence and continuance of an Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Company to such Lender, any amount owing from such Lender to the Company, at or at any time held or owing after the happening of any of the above mentioned events, and the aforesaid right of set-off may be exercised by such Lender against the Company or against any branch or agency thereof to or trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account Company, or against anyone else claiming through or against the Company or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such Borrower the Company and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Except as contemplated in Section 2.2(b)13.6 or elsewhere herein, if any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonCredit Parties, any such notice being hereby expressly waived, waived by the Credit Parties to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower the Credit Parties hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrowerthe Credit Parties. Each Lender agrees promptly to notify such Borrower the Credit Parties and the Administrative Agent after any such set-off and application made by such Lender, ; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) ), shall at any time receive any payment of all or any part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e9.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender’s Loans, or Loans 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans may exercise all rights of payment (including, without limitation, rights of set-off, to the provisions extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or from time to time(b), each Lender shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted not prohibited by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Borrower to such Lender, any amount owing from such Lender to the Borrower, at, or at any time held or owing after, the happening of any of the above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Lender against the Borrower or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b)11.15, if any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In Subject to Section 11.15, after the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), 10.01(h) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact and (ii) purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (x) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that interest and (y) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantparticipant (as to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (2) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (ba) In After the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of to any kind to the defaulting Borrower, Registrant, Columbia Management Borrower or any other PersonCredit Party, any such notice being hereby expressly waived, waived by the Credit Parties to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower the Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 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 to or for the credit or the account of such Borrowerthe Borrowers, as the case may be. Each Lender agrees promptly to notify such the Administrative Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e10.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact and (ii) purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (x) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that interest and (y) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantparticipant (as to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (2) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (ba) In After the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management Borrower or any other PersonCredit Party, any such notice being hereby expressly waived, waived by the Credit Parties to the extent permitted by Applicable Law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower, as the case may be. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject Except to Section 2.2(b)the extent that this Agreement provides for payments to be allocated to a particular Lender, if any Lender (a “Benefited "Benefitted Lender”") shall at any time receive any payment of all or part of its Loans, or interest thereonthe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon's Obligations, such Benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition Subject to (i) the Carve-Out and (ii) the giving of the notice as described in Section 9, notwithstanding the provisions of Section 362 of the Bankruptcy Code and any other rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) ), to set off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower, as the case may be. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or any part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e9.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender’s Loans, 's Loans or interest thereon, such Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender’s Loans, or 's Loans 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off, to the provisions extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or from time to time(b), each Lender shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted not prohibited by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Borrower to such Lender, any amount owing from such Lender to the Borrower, at, or at any time held or owing after, the happening of any of the above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Lender against the Borrower or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender or Transferee (a “Benefited benefitted Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7(e)7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Company agrees that each Lender so purchasing a portion of another Lender’s Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (ba) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon the occurrence and continuance of an Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Company to such Lender, any amount owing from such Lender to the Company, at or at any time held or owing after the happening of any of the above mentioned events, and the aforesaid right of set-off may be exercised by such Lender against the Company or against any branch or agency thereof to or trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account Company, or against anyone else claiming through or against the Company or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such Borrower the Company and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders each Lender provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and acceleration of the Notes, or at any time upon the occurrence and during the continuance of an Event of Default under Sections 9.1(a) or from time to time9.1(b), each Credit Party shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claimsother liability, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at of the Borrower to such Credit Party arising under the Loan Documents, any time held or amount owing from such Credit Party to the Borrower; provided, that in the event any Defaulting Lender shall exercise any such right of set off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender or any branch or agency thereof to or from its other funds and deemed held in trust for the credit benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. To the extent permitted by applicable law, the aforesaid right of set off may be exercised by such Credit Party against the Borrower or against any trustee in bankruptcy, custodian, debtor in possession, assignee for the account benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such Borrowertrustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditors, notwithstanding the fact that such right of set off shall not have been exercised by such Credit Party prior to the making, filing or issuance of, service upon such Credit Party of, or notice to such Credit Party of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender Credit Party agrees promptly to notify such the Borrower and the Administrative Agent after any each such set-set off and application made by such LenderCredit Party, provided that the failure to give such notice shall not affect the validity of such set-set off and application. (b) If any Credit Party shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise) on account of its Loans, its Notes or Reimbursement Obligations in excess of its pro rata share of payments then due and payable on account of the Loans, the Notes or Reimbursement Obligations received by all the Credit Parties, such Credit Party shall forthwith purchase, without recourse, for cash, from the other Credit Parties such participations in their Loans, Notes and Reimbursement Obligations as shall be necessary to cause such purchaser to share such excess payment with each of them on a pro rata basis, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchaser, such purchase shall be rescinded and the related seller shall repay to such purchaser the purchase price to the extent of such recovery, together with an amount equal to such seller’s pro rata share (according to the proportion of (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) Subject to Section 2.2(b), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrower. Each Lender agrees promptly to notify such Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e10.01(i), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited 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 Benefited 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 the . The foregoing provisions of this paragraph Section 12.08 shall not be construed to apply to any payment obtained by a Lender as consideration for payments made and applied in accordance with the assignment terms of or sale of a participation in any of its Loans to any assignee or participantthis Agreement and the other Credit Documents. (b) In After the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management Borrower or any other PersonCredit Party, any such notice being hereby expressly waived, waived by the Credit Parties to the extent permitted by Applicable Law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, but excluding, subject to the limitations set forth in Section 8.15(a), deposit accounts used solely to fund payroll or employee benefits, or deposit accounts that consist of cash collateral subject to Permitted Liens), 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 to or for the credit or the account of such the Borrower, as the case may be. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent Agents after any such set-off and application made by such Lender, ; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Benefitted Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereonthe Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 7(e)clause (f) of Article VII, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereonObligations, such Benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansObligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) ), to set off and appropriate and apply against such amount 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 to or for the credit or the account of or Borrower; provided that in the event that any Defaulting Lender shall exercise any such Borrowerright of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify such promptly Borrower and the Administrative Agent after any such set-off setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "Benefitted Lender”") shall at any time receive any payment of all or part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e7(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, 's Loans or interest thereon, such Benefited Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited benefitted Lender”) shall at any time receive any payment of all or part of its LoansLoans or its participations in Letters of Credit, or interest thereon, or fees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)7(g) or 8.8, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, its participation in Letters of Credit, or interest thereon, or fees, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, participations in Letters of Credit, or fees, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans or its participations in Letters of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In Subject to Section 9.7(a), in addition to any rights and remedies of the Lenders provided by law, with the prior consent of the Agent, each Lender shall have the right, exercisable upon the occurrence and during the continuance of an Event of Default each Lender is hereby authorized at any time or from time to timeDefault, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against any such amount Obligations any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, 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 Affiliate or any branch or agency thereof or bank controlling such Lender to or for the credit or the account of the Borrower to the extent such BorrowerObligations are then due and payable. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), 10.01(h) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact and (ii) purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (x) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that interest and (y) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantparticipant (as to which the provisions of this Section shall apply). Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (1) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.05(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (2) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. (ba) In After the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of to any kind to the defaulting Borrower, Registrant, Columbia Management Borrower or any other PersonCredit Party, any such notice being hereby expressly waived, waived by the Credit Parties to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower the Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 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 to or for the credit or the account of such Borrowerthe Borrowers, as the case may be. Each Lender agrees promptly to notify such Administrative Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) ), shall at any time receive any payment of all or any part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set off, pursuant to events or proceedings of the nature referred to in Section 7(e9.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender’s Loans, 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 Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans may exercise all rights of payment (including, without limitation, rights of set off, to the provisions extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or from time to time(b), each Lender shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted not prohibited by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Borrower to such Lender, any amount owing from such Lender to the Borrower, at, or at any time held or owing by such Lender or after, the happening of any branch or agency thereof to or for of the credit or the account of such Borrower. Each Lender agrees promptly to notify such Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.above mentioned

Adjustments; Set-off. (a) Subject to Except as contemplated in Section 2.2(b13.6(h), if any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of to any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrowers to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such any Borrower. Each Lender agrees promptly to notify such Borrower the Borrowers and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender Bank (a “Benefited LenderBenefitted Bank”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof of the Obligations in excess of its pro rata share (based on its Commitment Percentage) (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e8.1(h) or (i), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender Benefitted Bank shall purchase for cash from each of the other Lenders a participating interest in Banks such portion of each such other LenderBank’s Loansparticipation in the Obligations, or and shall provide each of such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; Banks, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited LenderBenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Applicant and Co-Applicants agree that each Bank so purchasing a portion of another Bank’s percentage of Obligations may exercise all rights of payment (including, without limitation, rights of set-off, to the provisions extent not prohibited by law) with respect to such portion as fully as if such Bank were the direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders Banks provided by law, upon the occurrence of and during the continuance of an Event of Default under Section 8.1(a) or (b), each Lender is hereby authorized at any time or from time to timeBank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonApplicant, any such notice being hereby expressly waived, waived by each Credit Party to the extent permitted not prohibited by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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 unmaturedunmatured of such Credit Party to such Bank, any amount owing from such Bank to such Credit Party, at, or at any time held or owing after, the happening of any of the above mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Lender Bank against such Credit Party or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or the account execution, judgment or attachment creditor of such BorrowerCredit Party, or against anyone else claiming through or against such Credit Party or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Bank prior to the making, filing or issuance, or service upon such Bank of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender Bank agrees promptly to notify such Borrower the applicable Credit Party, the Issuing Bank and the Administrative Agent after any such set-off and application made by such LenderBank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of any of its Loans, Loans or L/C Participating Interests or interest thereon, 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(e), subsection 8(f) or otherwise), ) in a greater proportion than any such payment to or and collateral received by by, any other Lender, if any, in respect of such other Lender’s Loans's Loans or L/C Participating Interests, as the case may be, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited 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 Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; . The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans 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 Lender were the direct holder of such portion. The Agent shall promptly give the Borrower notice of any set-off, provided further that the provisions of this paragraph failure to give such notice shall not be construed to apply to any payment obtained by a Lender as consideration for affect the assignment validity of or sale of a participation in any of its Loans to any assignee or participantsuch set-off. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default in respect of any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders each Lender provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and acceleration of the Notes, or at any time upon the occurrence and during the continuance of an Event of Default under Sections 9.1(a) or from time to time9.1(b), each Lender, the Swing Line Lender and each Issuing Bank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claimsother liability, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at of the Borrower to such Lender, the Swing Line Lender or such Issuing Bank arising under the Loan Documents, any time held amount owing from such Lender, the Swing Line Lender or owing such Issuing Bank to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender, the Swing Line Lender or such Issuing Bank against the Borrower or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditors, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender, the Swing Line Lender or such Issuing Bank prior to the making, filing or issuance of, service upon such Lender, the Swing Line Lender or such Issuing Bank of, or notice to such Lender, the Swing Line Lender or such Issuing Bank of, any petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender, the Swing Line Lender and each Issuing Bank agrees promptly to notify such the Borrower and the Administrative Agent after any each such set-off and application made by such Lender, the Swing Line Lender or such Issuing Bank, as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) If any Lender, the Swing Line Lender or any Issuing Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Revolving Credit or Swing Line A or B (as applicable) Loans, its Revolving Credit or Swing Line A or B (as applicable) Notes or Reimbursement Obligations in respect of Letters of Credit issued under the Letter of Credit A or B (as applicable) Commitment in excess of its Outstanding Percentage of payments then due and payable on account of the Revolving Credit or Swing Line A or B (as applicable) Loans, the Revolving Credit or Swing Line A or B (as applicable) Notes or Reimbursement Obligations in respect of Letters of Credit issued under the Letter of Credit A or B (as applicable) Commitment received by all of the A or B (as applicable) Lenders, the Swing Line Lender and the Issuing Banks, such Lender, the Swing Line Lender or such Issuing Bank, as the case may be, shall forthwith purchase, without recourse, for cash, from the other A or B (as applicable) Lenders, the Swing Line Lender and the applicable Issuing Banks such participations in their Revolving Credit or Swing Line A or B (as applicable) Loans, Revolving Credit or Swing Line A or B (as applicable) Notes and Reimbursement Obligations in respect of Letters of Credit issued under the Letter of Credit A or B (as applicable) Commitment as shall be necessary to cause such purchaser to share such excess payment with each of them according to their applicable Outstanding Percentages, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchaser, such purchase shall be rescinded and the related seller shall repay to such purchaser the purchase price to the extent of such recovery, together with an amount equal to such seller’s pro rata share (according to the proportion of (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) Subject to Section 2.2(b), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders Bank provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeand acceleration of the obligations owing in connection with the Agreement, the Bank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonBorrowers, any such notice being hereby expressly waived, waived by the Borrowers to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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 of either or both of the Borrowers to the Bank, any time amount held by or owing by such Lender or any branch or agency thereof from, the Bank to or for the credit or the account of either or both of the Borrowers at, or at any time after, the happening of any of the above mentioned events, and the aforesaid right of set-off may be exercised by the Bank against either or both of the Borrowers or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, custodian or execution, judgment or attachment creditor of either or both of the Borrowers or against anyone else claiming through or against either or both of the Borrowers or such Borrowertrustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, custodian or execution, judgment or attachment creditor, notwithstanding the fact that such right of set off shall not have been exercised by the Bank prior to the making, filing or issuance of or service upon the Bank of, or of notice of, any such petition, assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender The Bank agrees promptly to notify such Borrower and the Administrative Agent Borrowers after any such set-set off and application made by such Lenderthe Bank, provided that the failure to give such notice shall not affect the validity of such set-set off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e7(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest unless the benefitted Lender is required to pay interest on the amount so recovered, in which case each Lender shall pay its pro rata share of such interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off setoff and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender or Transferee (a “Benefited "benefited Lender”") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7(e)7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Company agrees that each Lender so purchasing a portion of another Lender's Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company to the extent permitted by applicable law, upon the occurrence and continuance of an Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Company to such Lender, any amount owing from such Lender to the Company, at or at any time held or owing after the happening of any of the above mentioned events, and the aforesaid right of set-off may be exercised by such Lender against the Company or against any branch or agency thereof to or trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account Company, or against anyone else claiming through or against the Company or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such Borrower the Company and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (bp) In addition to any rights and remedies Section 9.10(b)(i) of the Lenders provided by law, upon the occurrence of an Event of Default each Lender New Credit Agreement is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to amended by deleting clause (vi) thereof in its entirety and inserting in lieu thereof the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrower. Each Lender agrees promptly to notify such Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.following:

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or any part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e9.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s 's Loans, or and shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Borrowers agree that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or from time to time9.1(b), each Lender shall have the right, without presentment, demand, protest or other prior notice of to any kind to the defaulting Borrower, Registrant, Columbia Management the Parent or any other PersonLoan Party, any such notice being hereby expressly waived, waived by each Loan Party to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of such Loan Party to such Lender, any amount owing from such Lender to such Loan Party, at, or at any time held or owing after, the happening of any of the above-mentioned events. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender against such Loan Party or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or the account execution, judgment or attachment creditor of such BorrowerLoan Party, or against anyone else claiming through or against such Loan Party or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such Borrower the applicable Loan Party and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of its LoansLoan owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(eArticle VIII(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Loan owing to it, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loan owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that , and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans Loan to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeand each of its Affiliates shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder or under the Notes (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount amount, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, obligations, 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 of its Affiliates or any branch or agency thereof to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such Borrower the Borrower, and the Administrative Agent after any such set-off setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off setoff and application.

Adjustments; Set-off. (a) Subject to Except as contemplated in Section 2.2(b13.6(h), if any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of any of its LoansLoans or L/C Participating Interests, as the case may be, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7(e)9, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Loans or L/C Participating Interests, as the case may be, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; . The Company agrees that each Lender so purchasing a portion of another Lender's Loans 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 Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, provided further that the provisions of this paragraph failure to give such notice shall not be construed to apply to any payment obtained by a Lender as consideration for affect the assignment validity of or sale of a participation in any of its Loans to any assignee or participantsuch set-off. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonCompany, any such notice being hereby expressly waived, waived by the Company to the extent permitted by Applicable Lawapplicable law, upon the filing of a petition under any amount becoming due and payable by a Borrower hereunder (whether at of the stated maturityprovisions of the federal bankruptcy code or amendments thereto, by acceleration or otherwise) against; the making of an assignment for the benefit of creditors by; the application for the appointment, or the appointment, of any receiver of, or of any substantial portion of the property of; the issuance of any execution against any substantial portion of the property of; the issuance of a subpoena or order, in supplementary proceedings, against or with respect to set any substantial portion of the property of; or the issuance of a warrant of attachment against any substantial portion of the property of; the Company to set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Company to such Lender, any amount owing from such Lender to the Company, at or at any time held after, the happening of any of the above mentioned events, and as security for such indebtedness, the Company hereby grants to each Lender a continuing security interest in any and all deposits, accounts or owing moneys of the Company then or thereafter maintained with such Lender, subject in each case to subsection 11.7(a) of this Agreement. The aforesaid right of set-off may be exercised by such Lender against the Company or against any branch or agency thereof to or trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver or execution, judgment or attachment creditor of the account Company, or against anyone else claiming through or against the Company or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such Borrower the Company and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of any of its LoansLoans or L/C Participating Interests, as the case may be, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7(e)9, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Loans or L/C Participating Interests, as the case may be, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; . The Company agrees that each Lender so purchasing a portion of another Lender's Loans 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 Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, provided further that the provisions of this paragraph failure to give such notice shall not be construed to apply to any payment obtained by a Lender as consideration for affect the assignment validity of or sale of a participation in any of its Loans to any assignee or participantsuch set-off. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonCompany, any such notice being hereby expressly waived, waived by the Company to the extent permitted by Applicable Lawapplicable law, upon the filing of a petition under any amount becoming due and payable by a Borrower hereunder (whether at of the stated maturityprovisions of the federal bankruptcy code or amendments thereto, by acceleration or otherwise) against; the making of an assignment for the benefit of creditors by; the application for the appointment, or the appointment, of any receiver of, or of any substantial portion of the property of; the issuance of any execution against any substantial portion of the property of; the issuance of a subpoena or order, in supplementary proceedings, against or with respect to set any substantial portion of the property of; or the issuance of a warrant of attachment against any substantial portion of the property of; the Company to set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Company to such Lender, any amount owing from such Lender to the Company, at or at any time held after, the happening of any of the above mentioned events, and as security for such indebtedness, the Company hereby grants to each Lender a continuing security interest in any and all deposits, accounts or owing moneys of the Company then or thereafter maintained with such Lender, subject in each case to subsection 11.7(a) of this Agreement. The aforesaid right of set-off may be exercised by such Lender against the Company or against any branch or agency thereof to or trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver or execution, judgment or attachment creditor of the account Company, or against anyone else claiming through or against the Company or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such Borrower the Company and the Administrative Agent after any such set-off and application made by such Lender, 94 89 provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or part of its LoansAggregate Outstandings, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Aggregate Outstandings, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loans or the Letter of Credit Outstandings owing to it, or shall provide such other Lenders with the benefits of any such payment or collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such payment or collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition Subject to (i) the Carve-Out, (ii) the Interim Order (or the Final Order, as applicable) and (iii) the giving of the notice as described Section 7, notwithstanding the provisions of Section 362 of the Bankruptcy Code and any other rights and remedies of the Lenders provided by law, each Lender shall have the right upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialthe Obligations, 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, of the Loan Parties under this Agreement, the Notes or any other Loan Document, any amount owing from such Lender to any Loan Party at or at any time held or owing by such Lender or after, the happening of any branch or agency thereof Event of Default subject in each case to or for the credit or the account Section 7 of such Borrower. Each Lender agrees promptly to notify such Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and applicationthis Agreement.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender Bank (a “"Benefited Lender”Bank") shall at any time receive any payment of all or part of any of its Loans, Company Loans or interest thereon, or receive any collateral in respect thereof or any payment under any Guaranty (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in paragraph (f) of Section 7(e)7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other LenderBank, if any, in respect of such other Lender’s Bank's Company Loans, or interest thereonon any of the foregoing, such Benefited Lender Bank shall purchase for cash from the each other Lenders a participating interest in Bank such portion of each such other Lender’s Bank's Company Loans, or shall provide each such other Lenders Bank with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter hereafter recovered from such Benefited LenderBank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . Each of the Company and each Designated Subsidiary agrees that each Bank so purchasing a portion of any other Bank's Company Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the provisions direct holder of such portion. Any payments received after the Banks have taken action pursuant to this paragraph subsection 9.9 shall not be construed to apply to any payment obtained by a Lender as consideration for allocated ratably among the assignment Company Loans and participations in L/Cs of or sale of a participation in any of its Loans to any assignee or participantall the Banks. (b) In addition to any rights and remedies of the Lenders each Bank provided by law, upon the occurrence and during the continuation of an Event of Default Default, each Lender is hereby authorized at any time or from time to timeBank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management Company or any other PersonDesignated Subsidiary, any such notice being hereby expressly waived, waived to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Company or any of its Subsidiaries to such Bank under this Agreement or any of the other Loan Documents, any amount owing from such Bank to the Company or any such Subsidiary at, or at any time held or owing after, the happening of any of the above-mentioned events, and such right of set-off may be exercised by such Lender Bank against the Company or any branch such Subsidiary or agency thereof to or against any trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver, custodian or execution, judgment or attachment creditor of the account Company or any such Subsidiary or against anyone else claiming through or against the Company or any such Subsidiary or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Bank prior to the making, filing or issuance, or service upon such Bank of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender Bank agrees promptly to notify the Company, any such Borrower Subsidiary, the Agent and the Administrative Agent each other Bank after any such set-off and application made by such LenderBank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject Except as provided in subsection 2.14(d) with respect to Section 2.2(b)the 364 Day Loans of a Declining Bank, if any Lender Bank (a “Benefited Lender”"benefitted Bank") shall at any time receive any payment of all or part of its LoansLoans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(esubsection 7.1(f), or otherwise), in a greater proportion than its Ratable Share of any such payment to or collateral received by any other LenderBank, if any, in respect of such other Lender’s LoansBank's Loans or the Reimbursement Obligations owing to it, or interest thereon, such Benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other Lender’s LoansBank's Loans owing to it, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest unless the benefitted Bank is required to pay interest thereon, in which case each Bank returning funds to the benefitted Bank shall pay its pro rata share of such interest; provided further . Each of the Borrowers, jointly and severally agrees that each Bank so purchasing a portion of another Bank's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders Banks provided by law, upon the occurrence and during the continuance of an Event of Default Default, each Lender is hereby authorized at any time or from time to timeBank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management Borrowers (or any other Personof them), any such notice being hereby expressly waived, waived by the Borrowers to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower the Borrowers hereunder or under the Notes (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 Bank to or for the credit or the account of such Borrowerone or more Borrowers. Each Lender Bank agrees promptly to notify such Borrower the Company and the Administrative Agent after any such set-off and application made by such LenderBank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject Other than in connection with assignments pursuant to Section 2.2(b)13.6, if any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "Benefitted Lender”") shall at any time receive any payment of all or part of its LoansLoans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited 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, 's Loan or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition Subject to (i) the Carve-Out and (ii) the giving of the notice as described Section 7, notwithstanding the provisions of Section 362 of the Bankruptcy Code and any other rights and remedies of the Lenders provided by law, each Lender shall have the right upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Borrower under this Agreement, any amount owing from such Lender to the Borrower, at or at any time held or owing by such Lender or after, the happening of any branch or agency thereof Event of Default, subject in each case to or for the credit or the account Section 7 of such Borrower. Each Lender agrees promptly to notify such Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and applicationthis Agreement.

Adjustments; Set-off. (a) Subject Except to Section 2.2(b)the extent that this Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefited benefited Lender”) shall shall, at any time after the Loans have been declared to be due and payable pursuant to Section 7, receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(esubsection 7(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . Each Borrower agrees that each Lender purchasing a portion of another Lender’s portion of the provisions Loan pursuant to this subsection 9.7(a) may exercise all rights of this paragraph shall not be construed payment (including, without limitation, rights of set-off) with respect to apply to any payment obtained by a such portion as fully as if such Lender as consideration for were the assignment direct holder of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonBorrowers, any such notice being hereby expressly waived, waived by each Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount the obligations under this Agreement 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 to or for the credit or the account of such either Borrower. Each Lender agrees promptly to notify such Borrower the Borrowers and the Administrative Agent after any such set-off and application made by such Lender, provided provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject Except as contemplated in Section 13.6 or otherwise contemplated by other provisions of this Agreement from time to time (that expressly provide that this Section 2.2(b13.8 does not apply thereto), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e)11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s LoansLoan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (x) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited 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 interest and (y) the provisions of this paragraph clause (a) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, any structuring, consent, arrangement or similar financing fees (whether or not offered ratably to all of the Lenders) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantCommitments (or such assignment itself). (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrower. Each Lender agrees promptly to notify such Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e11.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In After the occurrence and during the continuance of an Event of Default, to the extent consented to by Collateral Agent, in addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower, as the case may be. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent Agents after any such set-off and application made by such Lender; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "Benefitted Lender”") shall at any time receive any payment of all or any part of its Loans, Loans or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e9.1(h) or (i), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, Lender in respect of such other Lender’s Loans, 's Loans or interest thereon, such Benefited Benefitted Lender shall purchase for cash from each of the other Lenders a participating interest in such portion of each such other Lender’s Loans, or 's Loans 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 Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; , provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off, to the provisions extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and the acceleration of the obligations owing in connection with the Loan Documents, or at any time upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or from time to time(b), each Lender shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted not prohibited by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Borrower to such Lender, any amount owing from such Lender to the Borrower, at, or at any time held or owing after, the happening of any of the above-mentioned events. To the extent not prohibited by applicable law, the aforesaid right of set-off may be exercised by such Lender against the Borrower or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender Bank (a “Benefited Lender”"benefitted Bank") shall at any time receive any payment of all or part of its Term Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-set- off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 7(e)10.1, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other LenderBank, if any, in respect of such other Lender’s Bank's Term Loans, or interest thereon, such Benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other Lender’s LoansBank's Term Loan, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Partnership agrees, to the extent it may do so under applicable law, that each Bank so purchasing a portion of another Bank's Term Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) [Intentionally Deleted] (c) In addition to any rights and remedies of the Lenders Banks provided by law, each Bank shall have the right, without prior notice to the Partnership, any such notice being expressly waived by the Partnership to the extent permitted by applicable law, upon the occurrence of an any Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice and acceleration of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waivedobligations owing in connection with this Agreement, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Partnership to such Bank, any amount owing from such Bank to the Partnership at, or at any time held or owing by such Lender or any branch or agency thereof to or for after, the credit or the account occurrence of such BorrowerEvent of Default and acceleration of the obligations owing in connection with this Agreement. Each Lender Bank agrees promptly to notify such Borrower the Partnership and the Administrative Agent after any such set-off and application made by such LenderBank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefited Lender”") shall at any time receive any payment of all a or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), off or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in 44 49 respect of such other Lender’s 's Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s 's Loans, or shall provide such other Lenders with the benefits of any such collateral, collateral or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Borrower agrees that each Lender so purchasing a portion of another Lender's Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, exercisable following the acceleration of the obligations of the Borrower owing in connection with this Agreement, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against any such amount obligations any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness Indebtedness or claims, in any currency, in each case whether direct or indirect, indirect absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative each Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject Except to Section 2.2(b)the extent that this Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefited "benefited Lender”") shall shall, at any time after the Loans have been declared to be due and payable pursuant to Section 7, receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(esubsection 7(f), or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s 's Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . Each Borrower agrees that each Lender purchasing a portion of another Lender's portion of the provisions Loan pursuant to this subsection 9.7(a) may exercise all rights of this paragraph shall not be construed payment (including, without limitation, rights of set-off) with respect to apply to any payment obtained by a such portion as fully as if such Lender as consideration for were the assignment direct holder of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonBorrowers, any such notice being hereby expressly waived, waived by each Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount the obligations under this Agreement 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 to or for the credit or the account of such either Borrower. Each Lender agrees promptly to notify such Borrower the Borrowers and the Administrative Agent after any such set-off and application made by such Lender, provided provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders each Lender provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and acceleration of the Notes, or at any time upon the occurrence and during the continuance of an - 88 - 90 Event of Default under Sections 9.1(a) or from time to time9.1(b), each Lender, the Swing Line Lender and the Issuing Bank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claimsother liability, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at of the Borrower to such Lender, the Swing Line Lender or the Issuing Bank arising under the Loan Documents, any time held amount owing from such Lender, the Swing Line Lender or owing the Issuing Bank to the Borrower. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender, the Swing Line Lender or the Issuing Bank against the Borrower or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditors, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender, the Swing Line Lender or the account Issuing Bank prior to the making, filing or issuance of, service upon such Lender, the Swing Line Lender or the Issuing Bank of, or notice to such Lender, the Swing Line Lender or the Issuing Bank of, any petition, assignment for the benefit of such Borrowercreditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender, the Swing Line Lender and the Issuing Bank agrees promptly to notify such the Borrower and the Administrative Agent after any each such set-off and application made by such Lender, the Swing Line Lender or the Issuing Bank, as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) If any Lender, the Swing Line Lender or the Issuing Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Loans, its Notes or Reimbursement Obligations in excess of its Outstanding Percentage of payments then due and payable on account of the Loans, the Notes or Reimbursement Obligations received by all the Lenders, the Swing Line Lender and the Issuing Bank, such Lender, the Swing Line Lender or the Issuing Bank, as the case may be, shall forthwith purchase, without recourse, for cash, from the other Lenders, the Swing Line Lender and the Issuing Bank such participations in their Loans, Notes and Reimbursement Obligations as shall be necessary to cause such purchaser to share such excess payment with each of them according to their Outstanding Percentages, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchaser, such purchase shall be rescinded and the related seller shall repay to such purchaser the purchase price to the extent of such recovery, together with an amount equal to such seller's pro rata share (according to the proportion of (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) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its LoansLoans owing to it by the Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (h) of Section 7(e9.1 or otherwise (including ​ ​ through the exercise of remedies against any Loan Party that is not an Eligible Party), except for payments pursuant to the operation of subsections 4.14(b) or otherwise11.6), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans owing to it by the Borrower or interest thereon, such Benefited Lender shall shall, to the extent that this provision does not impair the legality under applicable law of any guarantee of the Obligations or otherwise violate applicable law, purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, Loan owing to it by the Borrower or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that provided, that, the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “"Benefited Lender”") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other with prompt notice of any kind subsequent to the defaulting exercise of such rights but without prior notice to such Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waivedwaived by each Fund, on its own behalf or if applicable, on behalf of such Borrower, to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such Borrower. Each Lender agrees promptly to notify such Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender Bank (a “"Benefited Lender”Bank") shall at any time receive any payment of all or part of any of its Loans, Loans or interest thereon, or receive any collateral in respect thereof or any payment under any Guaranty (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in paragraph (f) of Section 7(e)7, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other LenderBank, if any, in respect of such other Lender’s Bank's Loans, or interest thereonon any of the foregoing, such Benefited Lender Bank shall purchase for cash from the each other Lenders a participating interest in Bank such portion of each such other Lender’s Bank's Loans, or shall provide each such other Lenders Bank with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersother Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter hereafter recovered from such Benefited LenderBank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Company and each Designated Subsidiary agrees that each Bank so purchasing a portion of any other Bank's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the provisions direct holder of such portion. Any payments received after the Banks have taken action pursuant to this paragraph subsection 9.9 shall not be construed to apply to any payment obtained by a Lender as consideration for allocated ratably among the assignment Loans and participations in L/Cs of or sale of a participation in any of its Loans to any assignee or participantall the Banks. (b) In addition to any rights and remedies of the Lenders each Bank provided by law, upon the occurrence and during the continuation of an Event of Default Default, each Lender is hereby authorized at any time or from time to timeBank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management Company or any other PersonDesignated Subsidiary, any such notice being hereby expressly waived, waived to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Company or any of its Subsidiaries to such Bank under this Agreement or any of the other Loan Documents, any amount owing from such Bank to the Company or any such Subsidiary at, or at any time held or owing after, the happening of any of the above-mentioned events, and such right of set-off may be exercised by such Lender Bank against the Company or any branch such Subsidiary or agency thereof to or against any trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver, custodian or execution, judgment or attachment creditor of the account Company or any such Subsidiary or against anyone else claiming through or against the Company or any such Subsidiary or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Bank prior to the making, filing or issuance, or service upon such Bank of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender Bank agrees promptly to notify the Company, any such Borrower Subsidiary, the Agent and the Administrative Agent each other Bank after any such set-off and application made by such LenderBank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender Bank (a “Benefited Lender”"benefitted Bank") shall at any time receive any payment of all or part of its Term Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 7(e)10.1, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other LenderBank, if any, in respect of such other Lender’s Bank's Term Loans, or interest thereon, such Benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other Lender’s LoansBank's Term Loan, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . The Partnership agrees, to the extent it may do so under applicable law, that each Bank so purchasing a portion of another Bank's Term Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) [Intentionally Deleted] (c) In addition to any rights and remedies of the Lenders Banks provided by law, each Bank shall have the right, without prior notice to the Partnership, any such notice being expressly waived by the Partnership to the extent permitted by applicable law, upon the occurrence of an any Event of Default each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice and acceleration of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waivedobligations owing in connection with this Agreement, to the extent permitted by Applicable Law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Partnership to such Bank, any amount owing from such Bank to the Partnership at, or at any time held or owing by such Lender or any branch or agency thereof to or for after, the credit or the account occurrence of such BorrowerEvent of Default and acceleration of the obligations owing in connection with this Agreement. Each Lender Bank agrees promptly to notify such Borrower the Partnership and the Administrative Agent after any such set-off and application made by such LenderBank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of any of its LoansLoans or L/C Participating Interests, as the case may be, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 7(e)9, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Loans or L/C Participating Interests, as the case may be, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans's Loans or L/C Participating Interests, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; . The Company agrees that each Lender so purchasing a portion of another Lender's Loans 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 Lender were the direct holder of such portion. The Administrative Agent shall promptly give the Company notice of any set-off, provided further that the provisions of this paragraph failure to give such notice shall not be construed to apply to any payment obtained by a Lender as consideration for affect the assignment validity of or sale of a participation in any of its Loans to any assignee or participantsuch set-off. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonCompany, any such notice being hereby expressly waived, waived by the Company to the extent permitted by Applicable Lawapplicable law, upon the filing of a petition under any amount becoming due and payable by a Borrower hereunder (whether at of the stated maturityprovisions of the federal bankruptcy code or amendments thereto, by acceleration or otherwise) against; the making of an assignment for the benefit of creditors by; the application for the appointment, or the appointment, of any receiver of, or of any substantial portion of the property of; the issuance of any execution against any substantial portion of the property of; the issuance of a subpoena or order, in supplementary proceedings, against or with respect to any substantial portion of the property of; or the issuance of a warrant of attachment against any substantial portion of the property of; the Company to set off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Company to such Lender, any amount owing from such Lender to the Company, at or at any time held after, the happening of any of the above mentioned events, and as security for such indebtedness, the Company hereby grants to each Lender a continuing security interest in any and all deposits, accounts or owing moneys of the Company then or thereafter maintained with such Lender, subject in each case to subsection 11.7(a) of this Agreement. The aforesaid right of set-off may be exercised by such Lender against the Company or against any branch or agency thereof to or trustee in bankruptcy, debtor in possession, assignee for the credit benefit of creditors, receiver or execution, judgment or attachment creditor of the account Company, or against anyone else claiming through or against the Company or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors; appointment or application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such Borrower the Company and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. ​ (a) Subject to Section 2.2(b), if If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its LoansLoans owing to it by the Borrower, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (h) of Section 7(e9.1 or otherwise (including through the exercise of remedies against any Loan Party that is not an Eligible Party), except for payments pursuant to the operation of subsections 4.14(b) or otherwise11.6), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, Loans owing to it by the Borrower or interest thereon, such Benefited Lender shall shall, to the extent that this provision does not impair the legality under applicable law of any guarantee of the Obligations or otherwise violate applicable law, purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, Loan owing to it by the Borrower or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.. ​ (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount 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 to or for the credit or the account of such the Borrower. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that provided, that, the failure to give such notice shall not affect the validity of such set-off and application.. ​

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefited Lender”") shall at any time receive any payment of all or any part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(esection 9.1 (h) or (i), or otherwise), ) in a greater proportion than any such payment to or collateral and collat eral received by any other Lender, if any, in respect of such other Lender’s 's Loans, or interest thereon, such Benefited benefited Lender shall notify the Administrative Agent and shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s 's Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further , unless the benefitted Lender is required to pay interest on the amount of the excess payment to be returned, in which case the other Lenders shall pay their pro rata share of such interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized and acceleration of the obligations owing in connection with this Agreement, or at any time upon the occurrence and during the continuance of an Event of Default under section 9.1(a) or from time to time9.1(b), each Lender shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonBor rower, any such notice being hereby expressly waived, waived by the Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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, of the Borrower to such Lender, any amount owing from such Lender to the Borrower, at, or at any time held or owing after, the happening of any of the above-mentioned events. To the extent permitted by applicable law, the aforesaid right of set-off may be exercised by such Lender against the Borrower or against any branch or agency thereof to or trustee in bankruptcy, custodian, debtor in possession, assignee for the credit benefit of creditors, receiver, or execution, judgment or attachment creditor of the account Borrower, or against anyone else claiming through or against the Borrower or such trustee in bankruptcy, custodian, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such Borrowerright of set-off shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify such the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and applicationap plication.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders Bank provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeand acceleration of the obligations owing in connection with the Agreement, the Bank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management or any other PersonBorrowers, any such notice being hereby expressly waived, waived by the Borrowers to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such amount any and all deposits (general or specialindebtedness, 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 of either or both the Borrowers to the Bank, any time amount held by or owing by such Lender or any branch or agency thereof from the Bank to or for the credit or the account of either or both of the Borrowers at, or at any time after, the happening of any of the above mentioned events, and the aforesaid right of set-off may be exercised by the Bank against either or both of the Borrowers or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, custodian or execution, judgment or attachment creditor of either or both of the Borrowers or against anyone else claiming through or against either or both of the Borrowers or such Borrowertrustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, custodian or execution, judgment or attachment creditor, notwithstanding the fact that such right of set off shall not have been exercised by the Bank prior to the making, filing or issuance of or service upon the Bank of, or of notice of, any such petition, assignment for the benefit of creditors; appointment of application for the appointment of a receiver; or issuance of execution, subpoena, order or warrant. Each Lender The Bank agrees promptly to notify such Borrower and the Administrative Agent Borrowers after any such set-set off and application made by such Lenderthe Bank, provided that the failure to give such notice shall not affect the validity of such set-set off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender Bank (a “Benefited Lender”"benefitted Bank") shall at any time receive any payment of all or part of its LoansLoans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(esubsection 7.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other LenderBank, if any, in respect of such other Lender’s Bank's Loans, or interest thereon, such Benefited Lender benefitted Bank shall purchase for cash from the other Lenders a participating interest in Banks such portion of each such other Lender’s LoansBank's Loans owing to it, or shall provide such other Lenders Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersBanks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lenderbenefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further . Each of the Borrowers, jointly and severally agrees that each Bank so purchasing a portion of another Bank's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the provisions direct holder of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsuch portion. (b) In addition to any rights and remedies of the Lenders Banks provided by law, upon the occurrence and during the continuance of an Event of Default Default, each Lender is hereby authorized at any time or from time to timeBank shall have the right, without presentment, demand, protest or other prior notice of any kind to the defaulting Borrower, Registrant, Columbia Management Borrowers (or any other Personof them), any such notice being hereby expressly waived, waived by the Borrowers to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a Borrower the Borrowers hereunder or under the Revolving Credit Notes (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 Bank to or for the credit or the account of such Borrowerone or more Borrowers. Each Lender Bank agrees promptly to notify such Borrower the Company and the Administrative Agent after any such set-off and application made by such LenderBank, provided that the failure to give such notice shall not affect the validity of such set-off and application.

Adjustments; Set-off. (a) Subject to Section 2.2(b), if If any Lender (a “Benefited "benefitted Lender”") shall at any time receive any payment of all or part of its LoansLoans or the L/C Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily including, without limitation, any "security" (as defined under Section 426 or 427 of the Bank Act (Canada)) provided to it pursuanx xxxxxx) xx xxxxxxx xxxxxxx (xxxxxxx xxxxxxarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e), 12(g) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans's Loans or the L/C Obligations owing to it, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders a participating interest (except that, in the case of any Bank Act Security, such benefitted Lenders shall instead so purchase an assignment) in such portion of each such other Lender’s Loans's Loan or the L/C Obligations owing to it, or (other than with respect to Bank Act Security provided to it hereunder) shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence of an Event of Default each Lender is hereby authorized at any time or from time to timeshall have the right, without presentment, demand, protest or other prior notice of to any kind to the defaulting Borrower, Registrant, Columbia Management or any other Person, any such notice being hereby expressly waived, waived by each Borrower to the extent permitted by Applicable Lawapplicable law, upon any amount becoming due and payable by a any Borrower hereunder or under the Notes (whether at the stated maturity, by acceleration or otherwise) to set set-off and appropriate and apply against such amount 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 to or for the credit or the account of such any Borrower. Each Lender agrees promptly to notify such the relevant Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.