Common use of Adjustments; Setoff Clause in Contracts

Adjustments; Setoff. (a) If any Lender (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, shall at any time receive in respect of its Principal Balance any distribution of any amount, including interest or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion than any such distribution (if any) received by any other Lender in respect of such other Lender’s Principal Balance, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such 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portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree that each Lender so purchasing a Loan (or interest therein) may exercise all rights of payment (including rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If Except to the extent that this Agreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender (a “Benefited "Benefitted Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution of any amount, including interest Loans or other feesthe Reimbursement Obligations owing to it, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance's Loans 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 Loan's Loan and/or of the Reimbursement Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree that each Lender so purchasing a Loan (or interest therein) may exercise all rights of payment (including rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If at any Lender time when there is more than one Obligee any Obligee (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, "Benefitted Obligee") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution of any amount, including interest or other feesSecured Instrument(s), or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise) ), in a greater proportion than any such distribution (payment to or collateral received by, any other Obligee, if any) received by any other Lender , in respect of such other Lender’s Principal BalanceObligee's Secured Instrument(s), or interest thereon, or fees due to it hereunder, such Benefited Lender Benefitted Obligee shall purchase for cash from the other Lenders Obligee such portion of each such other Lender’s LoanObligee's Secured Instrument(s), or make such payment on account of such fees, or shall provide such other Lenders Obligee with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Benefitted Obligee to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersObligees; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited LenderBenefitted Obligee, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree agrees, that each Lender so Obligee purchasing a Loan (or interest thereinportion of another Obligee's Secured Instrument(s) owing to it may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender Obligee were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender (a “Benefited "benefitted Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution of any amount, including interest or other feesLoan, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoffset-off, pursuant to events or proceedings of the nature referred to in clause (g) of Section 7.1, or otherwise) in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal BalanceLenders' Loan, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s '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, provided 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 Master Servicer Borrower expressly consents to the foregoing arrangements and the Company agree agrees that each Lender so purchasing a portion of another Lender's Loan (or interest therein) may exercise all rights of payment (including including, without limitation, rights of setoffset-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If Except to the extent that this Agreement, any other Loan Document or a court order expressly provides or permits for payments to be allocated to a particular Lender or Issuing Bank or to the Lenders and Issuing Banks, if any Lender or Issuing Bank (a “Benefited Lender”), ) shall receive any payment of all or part of the Obligations owing to it (other than the Swingline Lender, in connection with respect an assignment or participation made pursuant to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, shall at any time receive in respect of its Principal Balance any distribution of any amount, including interest or other fees, or any interest thereonSection 9.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, setoff or otherwise) ), in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender or Issuing Bank, if any, in respect of the Obligations owing to such other Lender’s Principal Balance, Lender or interest thereonIssuing Bank, such Benefited Lender shall purchase for cash from the other Lenders and Issuing Banks a participating interest in such portion of the Obligations owing to each such other Lender’s LoanLender and Issuing Bank, or shall provide such other Lenders and Issuing Banks 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 LendersLenders and Issuing Banks; provided, however, provided 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. The Master Servicer and Notwithstanding anything to the Company agree contrary contained in this Section 9.7(a), no extension of Loans that each Lender so purchasing is permitted under Section 2.23 shall constitute a Loan (or interest therein) may exercise all rights payment of payment (including rights of setoff) with respect to such portion as fully as if such Lender were the direct holder any of such portionLoans for purposes of this Section 9.7.

Adjustments; Setoff. (a) If any Lender (a “"Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution of any amount, including interest or other feesPost-Petition Obligations owing to it, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 9.1(h), or otherwise) ), in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance's Post- Petition Obligations owing to such other Lender, 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 Loan's Post-Petition 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 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. The Master Servicer and ; provided, however, that nothing contained in this Section shall (i) apply to any payments, collateral or setoffs received by the Company agree that each Lender so purchasing a Loan (or interest therein) may exercise all rights of payment (including rights of setoff) Incremental DIP Lenders with respect to such portion as fully as if such Lender were the direct holder Incremental DIP Loans, or (ii) alter or modify the order of such portionpayments specified in Section 2.9.

Adjustments; Setoff. (a) If Except to the extent that this Agreement provides for payments to be allocated to Revolving Credit Loans, Competitive Loans or Fronted Loans, as the case may be, if any Lender (a “Benefited "benefitted Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of any category of its Principal Balance any distribution of any amount, including interest or other feesLoans, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) ), in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance's Loans, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Loan'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. The Master Servicer and the Company agree Each Borrower agrees that each Lender so purchasing a Loan (or interest therein) portion of another Lender's Loans may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender (a “Benefited Lender”)If, other than as expressly set forth elsewhere herein, any Lender shall obtain on account of the Swingline LenderLoans made by it any payment (whether voluntary, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan onlyinvoluntary, shall at any time receive in respect of its Principal Balance any distribution through the exercise of any amount, including interest or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by right of setoff, or otherwise) in a greater proportion than any excess of its Commitment Percentage of payments on account of the Loans obtained by all the Lenders, such distribution Lender shall forthwith (if anyx) received by any other Lender in respect notify Agent of such other Lender’s Principal Balancefact, or interest thereon, such Benefited Lender shall and (y) purchase for cash from the other Lenders such portion of each such other Lender’s Loan, or shall provide such other Lenders with participations in the benefits of any such collateral, or the proceeds thereof, Loans made by them as shall be necessary to cause such Benefited purchasing Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lendersthem; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited the purchasing Lender, such purchase shall to that extent be rescinded, rescinded and each other Lender shall repay to the purchasing Lender the purchase price and benefits returned, paid thereto together with an amount equal to such paying Lender's Commitment Percentage (according to the extent proportion of (i) the amount of such recoverypaying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender, but without interestof any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Master Servicer Agent will keep records (which shall be conclusive and binding in the Company agree that absence of demonstrable error), of participations purchased pursuant to this Section 11.6 and will in each Lender so purchasing a Loan (or interest therein) may exercise case promptly notify the Lenders and Borrower following any such purchases. Any payments received after the Lenders have taken action pursuant to this Section 11.6 shall be allocated ratably among the Loans of all rights of payment (including rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portionLenders.

Adjustments; Setoff. (a) If any Lender Purchaser (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, "Benefitted Purchaser") shall at any time receive in respect of its Principal Balance Series 1999-A Purchaser Invested Amount any distribution of any amountprincipal, including interest interest, Commitment Fees or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion than any such distribution (if any) received by any other Lender Purchaser, if any, in respect of such other Lender’s Principal BalancePurchaser's Series 1999-A Purchaser Invested Amount, or interest thereon, such Benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders Purchasers such portion of each such other Lender’s LoanPurchaser's interest in the VFC Certificates, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Benefitted Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree agrees that each Lender Purchaser so purchasing a Loan (or interest therein) portion of the VFC Certificate holders' Interest may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender Purchaser were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender Purchaser (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, "Benefitted Purchaser") shall at any time receive in respect of its Principal Balance Series 1997-2 Purchaser Invested Amount any distribution of any amountprincipal, including interest interest, Commitment Fees or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion than any such distribution (if any) received by any other Lender Purchaser, if any, in respect of such other Lender’s Principal BalancePurchaser's Series 1997-2 Purchaser Invested Amount, or interest thereon, such Benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders Purchasers such portion of each such other Lender’s LoanPurchaser's interest in the VFC Certificates, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Benefitted Purchaser to share the excess payment or benefits of such collateral or proceeds ratably Series 1997-2 Supplement with each of the LendersPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree agrees that each Lender Purchaser so purchasing a Loan (or interest therein) portion of the VFC Certificateholders' Interest may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender Purchaser were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender Purchaser (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, "Benefitted Purchaser") shall at any time receive in respect of its Principal Balance Series 1997-A Purchaser Invested Amount any distribution of any amountprincipal, including interest interest, Commitment Fees or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion than any such distribution (if any) received by any other Lender Purchaser, if any, in respect of such other Lender’s Principal BalancePurchaser's Series 1997-A Purchaser Invested Amount, or interest thereon, such Benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders Purchasers such portion of each such other Lender’s LoanPurchaser's interest in the VFC Certificates, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Benefitted Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree agrees that each Lender Purchaser so purchasing a Loan (or interest therein) portion of the VFC Certificate holders' Interest may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender Purchaser were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender (a “Benefited "benefitted Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution of any amount, including interest Loans or other feesUnpaid Reimbursement Obligations, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoffset-off, or otherwise) ), in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance's Loans or Unpaid Reimbursement Obligations, 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 Loan's Loans and Unpaid Reimbursement Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and , unless the Company agree that Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender so purchasing a Loan (or interest therein) may exercise all rights of payment (including rights of setoff) with respect returning funds to such portion as fully as if such Lender were the direct holder shall pay its pro rata share of such portioninterest.

Adjustments; Setoff. (a) If any Lender (a “Benefited "benefitted Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of any of its Principal Balance any distribution of any amountLoans or L/C Participating Interests, including interest or other feesas the case may be, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoffset-off, pursuant to events or proceedings of the nature referred to in clause (f) of Section 9, or otherwise) in a greater proportion than any such distribution (if any) payment to and collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance'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 such portion of each such other Lender’s Loan'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 Master Servicer and the Company agree agrees that each Lender so purchasing a Loan (or interest therein) portion of another Lender's Loans and/or L/C Participating Interests may exercise all rights of payment (including including, without limitation, rights of setoffset-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 that the failure to give such notice shall not affect the validity of such set-off.

Adjustments; Setoff. (a) 11.10.1 If any Lender (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, "BENEFITTED LENDER") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution Pro Rata Share of any amount, including interest or other feesthe Loans, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoffset-off, pursuant to events or proceedings of the nature referred to in Section 8.1(g), or otherwise) in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender Lenders, if any, in respect of such other Lender’s Principal BalanceLenders' Pro Rata Shares of the Loans, or interest thereon, such Benefited benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Loan's Pro Rata Share of the 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 Lenderssuch other Lender; provided, however, PROVIDED 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 Master Servicer Borrower and Guarantors expressly consent to the Company foregoing arrangements and agree that each Lender so purchasing a Loan (or interest therein) portion of another Lender's Pro Rata Share of the Loans may exercise all rights of payment (including including, without limitation, rights of setoffset-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender (a “Benefited "Benefitted Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution of any amount, including interest or other feesLoans, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in SECTION 8.1(h) hereof, or otherwise) in a greater proportion than any such distribution (if any) payment to and collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance's Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Loan'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 all 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. The Master Servicer and the Company agree Borrower agrees that each Lender so purchasing a portion of another Lender's Loan (or interest therein) may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portion. Agent shall promptly give Borrower notice of any setoff, provided that the failure to give such notice shall not affect the validity of such setoff.

Adjustments; Setoff. (a) If any Lender (a “Benefited "Benefitted Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, shall ") at any time shall receive in respect any payment of all or part of its Principal Balance any distribution of any amount, including interest or other feesLoans, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in subsection 10(f), or otherwise) ), in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance's Loans, or interest thereon, such Benefited Benefitted Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Loan'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; and if after taking into account such sharing the Benefitted Lender continues to have access to additional funds of or collateral granted by a Borrower for application on account of its debt, then the Benefitted Lender shall use such funds or collateral to reduce indebtedness of such Borrower held by it and share such payments and the benefits of such collateral with the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such 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 Master Servicer and the Company agree Each Borrower agrees that each Lender so purchasing a Loan (or interest therein) portion of another Lender's Loans may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender Bank (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, "benefitted Bank") shall at any time receive in respect any payment of its Principal Balance any distribution all or part of any amount, including interest of the Loans or other feesthe Reimbursement Obligations owing to it, or any interest thereon, pursuant to a guarantee or otherwise (including, without limitation, by way of setoff pursuant to the Subsidiary Guarantee), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, setoff or otherwise) ), in a greater proportion than any such distribution (if any) payment to and collateral received by any other Lender Bank, if any, in respect of such other Lender’s Principal Balance, Bank'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 Banks such portion of each such other Lender’s LoanBank's Loans or the Reimbursement Obligations owing to such other Bank, 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. The Master Servicer and the Company agree Toy Biz agrees that each Lender Bank so purchasing a Loan (portion of another Bank's Loans or interest therein) Reimbursement Obligations may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender purchasing Bank were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender (a “Benefited "benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution Revolving Loans, its participations in Letters of any amount, including interest or other feesCredit, or any interest thereon, or fees, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise) ), in a greater proportion than any such distribution (if any) payment to or collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance's Revolving Loans, its participations in Letters of Credit, or interest thereon, or fees, such Benefited benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Loan's Revolving 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 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. The Master Servicer and the Company agree Borrower agrees that each Lender so purchasing a Loan (portion of another Lender's Revolving Loans or interest therein) its participations in Letters of Credit may exercise all rights of payment (including rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender (a “Benefited "benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, ") shall at any time receive in respect any payment of all or part of any of its Principal Balance any distribution of any amount, including interest Loans or other feesReimbursement Obligations owing to it under the Revolving Credit Commitment, or any interest thereon, pursuant to a guarantee or otherwise, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, set-off or otherwise) ), in a greater proportion than any such distribution (if any) payment to and collateral received by any other Lender Lender, if any, in respect of such other Lender’s Principal Balance, 's Loans or Reimbursement Obligations owing to it under the Revolving Credit Commitment or interest thereon, such Benefited benefited Lender shall purchase for cash from the other Lenders Lender such portion of each such other Lender’s Loan, 's similar Loans or Reimbursement Obligations or shall provide such other Lenders Lender with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersLenders which hold the Revolving Credit Commitment; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree Borrower agrees that each Lender so purchasing a Loan (portion of another Lender's Loans or interest therein) Reimbursement Obligations may exercise all rights of payment (including including, without limitation, rights of setoffset-off) with respect to such portion as fully as if such purchasing Lender were the direct holder of such portion.

Adjustments; Setoff. (a) If any Lender Purchaser (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, "Benefitted Purchaser") shall at any time receive in respect of its Principal Balance Series 2000-1 Purchaser Invested Amount any distribution of any amountprincipal, including interest interest, Commitment Fees or other fees, or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion than any such distribution (if any) received by any other Lender Purchaser, if any, in respect of such other Lender’s Principal BalancePurchaser's Series 2000-1 Purchaser Invested Amount, or interest thereon, such Benefited Lender Benefitted Purchaser shall purchase for cash from the other Lenders Purchasers such portion of each such other Lender’s LoanPurchaser's interest in the VFC Certificates, or shall provide such other Lenders Purchasers with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Benefitted Purchaser to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersPurchasers; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited LenderBenefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree agrees that each Lender Purchaser so purchasing a Loan (or interest therein) VFC Beneficial Interest may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender Purchaser were the direct holder of such portion.

Adjustments; Setoff. (a) If at any Lender time when there is more than one Obligee any Obligee (a “Benefited Lender”), other than the Swingline Lender, with respect to any Swingline Loan or portion of Principal Balance relating to a Swingline Loan only, "BENEFITTED OBLIGEE") shall at any time receive in respect any payment of all or part of its Principal Balance any distribution of any amount, including interest or other feesSecured Instrument(s), or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(i), or otherwise) ), in a greater proportion than any such distribution (payment to or collateral received by, any other Obligee, if any) received by any other Lender , in respect of such other Lender’s Principal BalanceObligee's Secured Instrument(s), or interest thereon, or fees due to it hereunder, such Benefited Lender Benefitted Obligee shall purchase for cash from the other Lenders Obligee such portion of each such other Lender’s LoanObligee's Secured Instrument(s), or make such payment on account of such fees, or shall provide such other Lenders Obligee with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender Benefitted Obligee to share the excess payment or benefits of such collateral or proceeds ratably with each of the LendersObligees; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited LenderBenefitted Obligee, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Master Servicer and the Company agree agrees, that each Lender so Obligee purchasing a Loan (or interest thereinportion of another Obligee's Secured Instrument(s) owing to it may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender Obligee were the direct holder of such portion.