Common use of Adjustments; Setoff Clause in Contracts

Adjustments; Setoff. (a). If any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, its participations in Letters of Credit, or interest thereon, or 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 payment to or collateral received by any other applicable Lender, if any, in respect of such other Lender's Loans, its participations in Letters of Credit, or interest thereon, or fees, such benefited Lender shall purchase for cash from such other Lenders such portion of each such other Lender's Loans, participations in Letters of Credit, or fees, or shall provide such other Lender 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 such other 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portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.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 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 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 “benefitted Lender"”) shall at any time receive any payment of all or part of its Loans, its participations in Letters of CreditLoans or Unpaid Reimbursement Obligations, or 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)set-off, or otherwise), in a greater proportion than any such payment to or collateral received by any other applicable Lender, if any, in respect of such other Lender's Loans, its participations in Letters of Credit’s Loans or Unpaid Reimbursement Obligations, or interest thereon, or fees, such benefited benefitted Lender shall purchase for cash from such the other Lenders a participating interest in such portion of each such other Lender's Loans, participations in Letters of Credit, or fees’s Loans and Unpaid Reimbursement Obligations, or shall provide such other Lender 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 such other 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 Borrower agrees that Lender from which such payment is recovered is required to pay interest thereon, in which case 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 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 Bank (a "benefited Lender"“benefitted Bank”) shall at any time receive any payment of all or part of its Loans, its participations in Letters of CreditOutstandings, or 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)paragraph (g) of subsection 7.1 hereof, or otherwise), ) in a greater proportion than any such payment to or and collateral received by any other applicable LenderBank, if any, in respect of such other Lender's Loans, its participations in Letters of CreditBank’s Outstandings, or interest thereon, or fees, such benefited Lender benefitted Bank shall purchase for cash from such the other Lenders Banks such portion of each such other Lender's Loans, participations in Letters of Credit, or feesBank’s Outstandings, or shall provide such other Lender 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 such other Lendersthe 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, recovery but without interest. the Borrower agrees The Companies agree that each Lender Bank so purchasing a portion of another Lender's Loans or its participations in Letters of Credit Bank’s Outstandings may exercise all rights of payment (including including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender Bank were the direct holder of such portion.

Adjustments; Setoff. (a). If any Lender (a "benefited Benefited Lender") shall ------------------- ---------------- at any time receive any payment of all or part of its Loans, its participations in Letters of CreditCredit Extensions, or 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(g6.1(g), or otherwise), in a greater proportion -------------- than any such payment to or collateral received by any other applicable Lender, if any, in respect of such other Lender's Loans, its participations in Letters of CreditCredit Extensions, or interest thereon, or fees, such benefited Lender shall purchase for cash from such 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 Lender 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 such other the Lenders; 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 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 rights of setoff) with respect to such portion as fully as if such Lender were the direct holder of such portion.