Common use of Restrictions on Actions by Lenders; Sharing of Payments Clause in Contracts

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantor, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein to the contrary, Sponsor Affiliated Entities may contribute their Obligations hereunder to Parent in exchange for Qualified Equity Interests in Parent and, in connection therewith, immediately and without further action by any Person, such Obligations shall immediately be deemed satisfied and cancelled, and the applicable Sponsor Affiliated Entity shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations with respect to actions or other matters arising on or prior to the date of such exchange).

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of AgentAgents, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of an Agent, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Domestic Subsidiaries or any deposit accounts of Parent any Borrower or its Domestic Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by an Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from an Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by such Agent, such Lender promptly shall (A) turn the same over to such Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to such Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, until an Event of Default has occurred and is continuing, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by AgentAgent (which request shall not be made by Agent unless an Event of Default has occurred and is continuing), (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Required Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentthe Required Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Obligor or any deposit accounts of Parent or its Subsidiaries any Obligor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorObligor, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the applicable Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Except as otherwise expressly provided herein, if at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Obligor to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (x) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (y) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Commitments; provided that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. If following the occurrence of an Event of Default and realization upon the Collateral and the Guarantee Agreements, any and Lender shall have suffered or incurred a loss not recovered from available Collateral, each Lender shall make such payments to the others of them so that the loss is shared by all documents reasonably required by Agent to reflect Lenders in accordance with each such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Lender’s Pro Rata Share equal Share, subject to such Obligations with respect to actions or other matters arising on or prior any agreement by any applicable Lenders as to the date priority of their respective rights of distribution from such exchange)Collateral.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorBorrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Borrowers or any deposit accounts Deposit Accounts of Parent or its Subsidiaries Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent any Borrower or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorParty, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein to the contraryIf at any time or times any Lender shall receive (i) by payment, Sponsor Affiliated Entities may contribute their Obligations hereunder to Parent in exchange for Qualified Equity Interests in Parent andforeclosure, in connection therewithsetoff, immediately and without further action by or otherwise, any Person, such Obligations shall immediately be deemed satisfied and cancelled, and the applicable Sponsor Affiliated Entity shall execute proceeds of Collateral or any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations payments with respect to actions the Obligations of any Loan Party to such Lender arising under, or relating to, this Agreement or the other matters arising on Loan Documents, except for any such proceeds or prior payments received by such Lender from the Agent pursuant to the date terms of this Agreement, or (ii) payments from the Agent in excess of such exchange).Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the purchasing party is thereafter

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Companies or any deposit accounts of Parent or its Subsidiaries Companies now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries the Borrowers or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrowers, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrowers to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower Borrowers or its any of their respective Restricted Subsidiaries or any deposit accounts of Parent Borrowers or its any of their respective Restricted Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, Obligations any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to SECTION 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender shall promptly (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; PROVIDED, HOWEVER, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Required Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentthe Required Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Obligor or any deposit accounts of Parent or its Subsidiaries any Obligor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorObligor, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the applicable Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Except as otherwise expressly provided herein, if at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Obligor to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such ▇▇▇▇▇▇’s ratable portion of all such distributions by the Agent, such Lender shall promptly (x) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (y) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Commitments; provided that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. If following the occurrence of an Event of Default and realization upon the Collateral and the Guarantee Agreements, any and Lender shall have suffered or incurred a loss not recovered from available Collateral, each Lender shall make such payments to the others of them so that the loss is shared by all documents reasonably required by Agent to reflect Lenders in accordance with each such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Lender’s Pro Rata Share equal Share, subject to such Obligations with respect to actions or other matters arising on or prior any agreement by any applicable Lenders as to the date priority of their respective rights of distribution from such exchange)Collateral.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of AgentAgent and only if an Event of Default shall have occurred and be continuing, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of AgentAgent and only if an Event of Default shall have occurred and be continuing, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts Deposit Accounts of Parent Borrower or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or any Guarantor, including, without limitation, the commencement of any legal Guarantor or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Required Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentthe Required Lenders, set set-off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Obligor or any deposit accounts of Parent or its Subsidiaries any Obligor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorObligor, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the applicable Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Except as otherwise expressly provided herein, if at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Obligor to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Commitments; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, until an Event of Default has occurred and is continuing, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by AgentAgent (which request shall not be made by Agent unless an Event of Default has occurred and is continuing), (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent Borrower or its Subsidiaries now or hereafter maintained with such Lender; provided, however, that if the Commitments have been terminated, the Obligations have been accelerated, and Agent has commenced the exercise of remedies upon a material portion of the Collateral, then such consent of Agent shall not be required. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or any Guarantor, including, without limitation, the commencement of any legal Guarantor or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their except for (x) any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement or (y) any payments made in the ordinary course of business pursuant to the terms of a Bank Product Agreement until the Commitments have been terminated, the Obligations hereunder have been accelerated, and Agent has commenced the exercise of remedies upon a material portion of the Collateral, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Parent in exchange for Qualified Equity Interests in Parent andAgent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (1) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (2) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, Obligations any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any ----------- Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender shall promptly (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, -------- ------- that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agentall Lenders, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorParty, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral. Each Lender further agrees that it will undertake no "action" within the meaning of California Code of Civil Procedure Section 726, including, without limitation, seeking relief from and the automatic stay, seeking adequate protection cases interpreting the meaning of its interests in the Collateral, same (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding"Cal Action"). (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations (other than Bank Products) to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with Section 3.8, or (2) purchase, without further action ----------- recourse or warranty, an undivided interest and participation in the Obligations (other than Bank Products) owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or -------- ------- part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. (c) Each Lender agrees to defend, indemnify and hold the Agent-Related Persons and each other Lender and each of their respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an "Action Indemnified Person") harmless from and against any and all documents reasonably required by Agent to reflect such contribution liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and cancellation disbursements (including without limitation an undertaking Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to remain obligated under Section 15.7 as if or arising out of the committing of a Cal Action by such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations with respect to actions or other matters arising on or prior to the date of such exchange)Lender.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Subject to Section 17.12(b), each of the Lenders agrees that it shall notmay, without at any time and from time to time, after obtaining the express prior written consent of AgentAgent or the Required Lenders, and agrees that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, Obligations any amounts owing by such Lender to Parent Borrower or its Subsidiaries Borrowers or any deposit accounts of Parent or its Subsidiaries Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees to notify Administrative Borrower and Agent promptly after any such setoff, provided that the failure to give such notice shall not affect the validity of such setoff. Each of the Lenders agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of Borrowers to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent in exchange for Qualified Equity Interests in Parent andthe terms of this Agreement, or (ii) payments from Agent pursuant to the terms of this Agreement, in connection therewith, immediately and without further action by any Personeach case in excess of such Lender’s Pro Rata Share, such Lender shall promptly (1) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall immediately be deemed satisfied and cancelledapplied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Administrative Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Administrative Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Administrative Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Administrative Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by Administrative Agent, such Lender promptly shall (1) turn the same over to Administrative Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Administrative Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefore shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Agent, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, includingthe purpose of which is, without limitationor could be, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 4.5, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Secured Creditors and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorBorrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a1) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrower, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b2) Notwithstanding anything herein to the contraryIf at any time or times any Lender shall receive (i) by payment, Sponsor Affiliated Entities may contribute their Obligations hereunder to Parent in exchange for Qualified Equity Interests in Parent andforeclosure, in connection therewithsetoff or otherwise, immediately and without further action by any Person, such Obligations shall immediately be deemed satisfied and cancelled, and the applicable Sponsor Affiliated Entity shall execute proceeds of Collateral or any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations payments with respect to actions the Obligations of the Borrower to such Lender arising under, or relating to, this Agreement or the other matters arising on Loan Documents, except for any such proceeds or prior payments received by such Lender from the Agent pursuant to the date terms of this Agreement, or (ii) payments from the Agent in excess of such exchange).Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent unless it is lawfully entitled specifically requested to do so, upon so by the written request of AgentAgents, set off against the ObligationsLender Indebtedness, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries any other Credit Party, or any deposit accounts of Parent any Borrower or its Subsidiaries any other Credit Party, in any such case whether now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agentthe Agents, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrowers and the other Credit Parties, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryLender Indebtedness owing to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Financing Documents, except for any such proceeds or payments received by such Lender from the Agents pursuant to Parent the terms of this Agreement, or (ii) payments from the Agents in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agents, such Lender shall promptly (1) turn the same over to the Agents, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agents, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Lender Indebtedness in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Lender Indebtedness owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Applicable Percentages; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorBorrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders Credit Providers (in their respective capacity as a Lender or as an Agent-Related Person hereunder) agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off setoff against the Obligations, any amounts owing by such Lender Credit Provider to Parent Borrower or its Subsidiaries any Obligated Party or any deposit accounts of Parent or its Subsidiaries any Obligated Party now or hereafter maintained with such Lender. Each of the Lenders Credit Providers further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agentthe Agent or the Security Trustee upon the occurrence and during the continuance of an Event of Default, (i) take or cause to be taken any action to enforce its rights under this Agreement or any other Loan Document or against Borrower or any GuarantorObligated Party, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Credit Provider shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations owing to such Credit Provider arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Credit Provider from the Agent pursuant to Parent the terms of this Agreement or pursuant to an assignment permitted by Section 9.05, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Credit Provider’s ratable portion of all such distributions by the Agent, such Credit Provider shall promptly (A) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Credit Providers and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied among the Credit Providers in accordance with the terms of this Agreement; provided that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries any Guarantor or any deposit accounts of Parent the Borrower or its Subsidiaries any Guarantor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against the Borrower or any Guarantor, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrower, Sponsor Affiliated Entities may contribute their Obligations hereunder any Guarantor, or any Lender to Parent such Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; PROVIDED, HOWEVER, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Borrowers or any deposit accounts of Parent or its Subsidiaries Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent 128 the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement or the relevant Fee Split Letter, as applicable, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders Credit Providers agrees that it shall not, without the express written consent of Agentthe Majority Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentthe Majority Lenders, set off setoff against the Obligations, any amounts owing by such Lender Credit Provider to Parent Borrower or its Subsidiaries any Obligated Party or any deposit accounts of Parent or its Subsidiaries any Obligated Party now or hereafter maintained with such LenderCredit Provider. Each of the Lenders Credit Providers further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agentthe Agents, (i) take or cause to be taken any action to enforce its rights under this Agreement or any other Loan Document or against Borrower or any GuarantorObligated Party, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Credit Provider shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations owing to such Credit Provider arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Credit Provider from either of the Agents pursuant to Parent the terms of this Agreement, or (ii) payments from either of the Agents in exchange for Qualified Equity Interests in Parent andexcess of such Credit Provider’s ratable portion of all such distributions by the Agents, such Credit Provider shall promptly (A) turn the same over to the Administrative Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in same day funds, as applicable, for the account of all of the Credit Providers and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied among the Credit Providers in accordance with the terms of this Agreement; provided that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, Obligations any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender shall promptly (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as 91 applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders and Term Agent agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender or Term Agent to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Credit Party now or hereafter maintained with such LenderLender or Term Agent. Each of the Lenders and Term Agent further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent (or, in the case of Term Agent, (i) unless otherwise permitted under the Loan Documents), take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender or Term Agent shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender or Term Agent from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s or Term Agent’s ratable portion of all such distributions by Agent, such Lender or Term Agent promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each -------------------------------------------------------- of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, during the continuance of an Event of Default, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrowers, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrowers to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of -------- ------- such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any of the Loan Parties or any deposit accounts of Parent or its Subsidiaries any of the Loan Parties now or hereafter maintained with such Lender; provided, however, that, for greater certainty, the foregoing shall not apply to the Royal Bank in its capacity as a BP Provider who shall, subject to Section 12.12(b)(1), have the right of set off in respect of any Bank Product obligations. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or any other Loan Document against Borrower or any Guarantorof the Loan Parties, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of a Loan Party to such Lender arising under or relating to, Sponsor Affiliated Entities may contribute their Obligations this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to the terms of this Agreement or (ii) payments hereunder in excess of such Lender’s ratable portion of all such distributions hereunder with respect to Parent in exchange for Qualified Equity Interests in Parent andthe applicable Obligations, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent or in same day funds, as applicable, for the account of all of the applicable Lenders and for application to the applicable Obligations in accordance with Section 3.7 and thereafter all applicable provisions of this Agreement or (2) excluding in all cases the BP Provider, purchase, without further action recourse or warranty, an undivided interest and participation in the applicable Obligations owed to the other applicable Lenders so that such excess payment received shall be applied ratably as among the applicable Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Required Lenders, and that it shall, to the extent it is lawfully and contractually entitled to do so, upon the written request of Agentthe Required Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Obligor or any deposit accounts of Parent or its Subsidiaries any Obligor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by any Appointed Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorObligor, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the applicable Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Except as may be expressly permitted by this Agreement, if at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Obligor to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement or to which such Lender is otherwise entitled to receive directly pursuant to the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Commitments; provided, however, that (A) if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower or any other Obligor pursuant to and all documents reasonably required in accordance with the express terms 367 368 of this Agreement and the other Loan Documents, (y) any payment obtained by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with as consideration for the assignment of or sale of a Pro Rata Share equal participation in any of its Loans, Commitments or participations in a Letter of Credit or Swingline Loans to such Obligations with respect to actions any Assignee or Participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other matters arising on pricing term, including any fee, discount or prior premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the date of extent such exchange)transaction is permitted hereunder.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, until an Event of Default has occurred and is continuing, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by AgentAgent (which request shall not be made by Agent unless an Event of Default has occurred and is continuing), (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, after the occurrence and during the continuance of any Event of Default, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Borrowers or any deposit accounts of Parent or its Subsidiaries Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent a Borrower or its Subsidiaries any other Credit Party or any deposit accounts of Parent a Borrower or its Subsidiaries any other Credit Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against a Borrower or any Guarantorother Credit Party, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of a Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other DIP Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the 104 112 Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorParty, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Loan Party to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Borrowers or any deposit accounts of Parent or its Subsidiaries Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Obligor or any deposit accounts of Parent or its Subsidiaries an Obligor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from Collateral or Guarantor Collateral the automatic stay, seeking adequate protection purpose of its interests in the Collateral, (iii) directly or indirectly, provide, offer to providewhich is, or support could be, to give such Lender any financing preference or priority against the other Lenders with respect to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to Collateral or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency ProceedingGuarantor Collateral. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or Guarantor Collateral or any payments with respect to the contraryObligations of Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender shall promptly (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Holdings or Borrower or its Subsidiaries or any deposit accounts of Parent Holdings or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests excess of such Lender’s ratable portion (including as such ratable portion is determined in Parent andaccordance with Section 2.4(b)) of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of AgentAdministrative Agent (acting at the direction of the BXC Representative), and that it shall, to the extent it is lawfully entitled to do so, upon the written request of AgentAdministrative Agent (acting at the direction of the BXC Representative), set off against the Obligations, any amounts owing by such Lender to Parent Borrower any Loan Party or any of its Subsidiaries or any deposit accounts of Parent any Loan Party or any of its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by AgentAdministrative Agent (acting at the direction of the BXC Representative), (i) take or cause to be taken any action action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or any Guarantor, including, without limitation, the commencement of any legal Guarantor or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Administrative Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Administrative Agent, such Lender promptly shall (A) turn the same over to Administrative Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Administrative Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Share; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (ai) Each of the Lenders Lender agrees that it shall not, without the express written consent of Agentthe Required Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of AgentAgent or the Required Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders Lender further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorParty, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (bii) Notwithstanding anything herein If at any time or times any Lender shall receive (A) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Loan Parties to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (B) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by Agent, such Lender shall promptly (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Borrowers or any deposit accounts of Parent or its Subsidiaries Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds (in cash or otherwise) of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrower, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral; provided, includinghowever, without limitation, seeking relief from that no such request shall be required if the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceedinghas resigned and no successor Agent has been appointed. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Agent, set set-off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, includingthe purpose of which is, without limitationor could be, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 4.6, if, at any time or times any Lender shall receive (1) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (2) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Secured Creditors and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter -137- 146 recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Agent or all of the Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Credit Party or any deposit accounts of Parent or its Subsidiaries any Credit Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorCredit Party, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries Guarantor or any deposit accounts of Parent any Borrower or its Subsidiaries Guarantor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid herefore shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral. Each Lender further agrees that it will undertake no "action" within the meaning of California Code of Civil Procedure Section 726, including, without limitation, seeking relief from and the automatic stay, seeking adequate protection cases interpreting the meaning of its interests in the Collateral, same (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding"Cal Action"). (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. (c) Each Lender agrees to defend, indemnify and hold the Agent-Related Persons and each other Lender and each of their respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an "Action Indemnified Person") harmless from and against any and all documents reasonably required by Agent to reflect such contribution liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and cancellation disbursements (including without limitation an undertaking Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained or arising out of the committing of a Lender with a Pro Rata Share equal to such Obligations with respect to actions or other matters arising on or prior to the date of such exchange)Cal Action.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Agent, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, includingthe purpose of which is, without limitationor could be, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 4.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Secured Creditors and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any of the Loan Parties or any deposit accounts of Parent or its Subsidiaries any of the Loan Parties now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Post-Petition Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, Obligations any amounts owing by such Lender to Parent Borrower or its Subsidiaries Borrowers or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of Borrowers to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender shall promptly (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations or accelerate the Obligations (other than Bank Product Obligations, which may be accelerated at the sole option of the applicable Bank Product Provider), any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Administrative Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorBorrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Administrative Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Administrative Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Administrative Agent, such Lender shall promptly (1) turn the same over to the Administrative Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Parent, any Borrower or its Subsidiaries or any deposit accounts of Parent Parent, any Borrower or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender or its Affiliates to Parent Borrower any Loan Party or its Subsidiaries or any deposit accounts of Parent any Loan Party or its Subsidiaries now or hereafter maintained with such LenderLender or its Affiliates. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Revolving Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Revolving Lender to Parent Parent, any Borrower or its Subsidiaries or any deposit accounts of Parent Parent, any Borrower or its Subsidiaries now or hereafter maintained with such Revolving Lender. Each of the Revolving Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Revolving Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Revolving Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Revolving Lender’s Pro Rata Share of all such distributions by Agent, such Revolving Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Revolving Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Revolving Lenders in accordance with their Pro Rata Shares; provided that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders Lender agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of AgentAgent after the occurrence and during the continuance of an Event of Default, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders Lender further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, set-off, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries a Loan Party or any deposit accounts of Parent or its Subsidiaries a Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) Proceedings to take enforce any Loan Document against a Loan Party or cause to be taken any action to foreclose or otherwise enforce any Lien on any security interest in any of the Collateral or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by the Agent, such Lender promptly shall (A) turn the same over to the Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to the Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Facility Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Facility Agent, set off against the Obligations, Obligations any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Facility Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Facility Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Facility Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro-Rata Share of all such distributions by Facility Agent, such Lender shall promptly (1) turn the same over to Facility Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Facility Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro-Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participation shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorParty, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Loan Party to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorBorrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Administrative Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Agent, set off against the Obligations, Obligations any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Administrative Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to SECTION 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Administrative Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Administrative Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Administrative Agent, such Lender shall promptly (1) turn the same over to Administrative Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Administrative Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; PROVIDED, HOWEVER, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral, or any payments with respect to the contraryObligations arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Agent, such Lender shall promptly (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of all Lenders or the Administrative Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of all Lenders or the Administrative Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any of the Loan Parties or any deposit accounts of Parent or its Subsidiaries any of the Loan Parties now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Administrative Agent, (i) take or cause to be taken any action to enforce any its rights under this Agreement or against the Loan Document against Borrower or any GuarantorParties, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of a Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Administrative Agent pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent in excess of such Lender’s ratable portion of all such distributions with respect to the applicable Obligations hereunder by the Administrative Agent, such Lender shall promptly (1) turn the same over to Parent in exchange for Qualified Equity Interests in Parent andthe Administrative Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in same day funds, as applicable, for the account of all of the applicable Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the applicable Obligations owed to the other applicable Lenders so that such excess payment received shall be applied ratably as among the applicable Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders Credit Providers agrees that it shall not, without the express written consent of Agentthe Required Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentthe Required Lenders, set off setoff against the Obligations, any amounts owing by such Lender Credit Provider to Parent Borrower or its Subsidiaries any Obligated Party or any deposit accounts of Parent or its Subsidiaries any Obligated Party now or hereafter maintained with such Lender. Each of the Lenders Credit Providers further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Administrative Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or any other Loan Document or against Borrower or any GuarantorObligated Party, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Credit Provider shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations owing to such Credit Provider arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Credit Provider from the Administrative Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Administrative Agent in exchange for Qualified Equity Interests in Parent andexcess of such Credit Provider’s ratable portion of all such distributions by the Administrative Agent, such Credit Provider shall promptly (A) turn the same over to the Administrative Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in same day funds, as applicable, for the account of all of the Credit Providers and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied among the Credit Providers in accordance with the terms of this Agreement; provided that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries the Borrowers or any deposit accounts of Parent or its Subsidiaries the Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrowers, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrowers to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or any of its Subsidiaries or any deposit accounts of Parent Borrower or its Subsidiaries Subsidiary now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Agent, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, includingthe purpose of which is, without limitationor could be, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 4.5, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Borrowers or any deposit accounts of Parent or its Subsidiaries Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable 102 provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, Agent and that it shall, only to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that, to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. Notwithstanding anything to the contrary contained herein, to the extent that cash collateral has been specifically pledged by Agent a Borrower to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations with respect to actions or other matters arising on or prior to the date hereof to secure the Bank Product Obligations owing to such Lender, such Lender may apply such cash collateral to such Bank Product Obligations, after notice to Agent, and shall only be required to comply with this Section 15.12(b) as to such cash collateral to the extent that the amount of such exchange)cash collateral exceeds the applicable Bank Product Obligations.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agentall Lenders, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorParty, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral. Each Lender further agrees that it will undertake no "action" within the meaning of California Code of Civil Procedure Section 726, including, without limitation, seeking relief from and the automatic stay, seeking adequate protection cases interpreting the meaning of its interests in the Collateral, same (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding"Cal Action"). (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations (other than Bank Products) to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with Section 3.8, or (2) purchase, without further action recourse or warranty, ----------- an undivided interest and participation in the Obligations (other than Bank Products) owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment -------- ------- received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. (c) Each Lender agrees to defend, indemnify and hold the Agent-Related Persons and each other Lender and each of their respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an "Action Indemnified Person") harmless from and against any and all documents reasonably required by Agent to reflect such contribution liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and cancellation disbursements (including without limitation an undertaking Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to remain obligated under Section 15.7 as if or arising out of the committing of a Cal Action by such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations with respect to actions or other matters arising on or prior to the date of such exchange)Lender.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Loan Party or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries a Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or any Guarantor, including, without limitation, the commencement of any legal Guarantor or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Required Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentthe Required Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Obligor or any deposit accounts of Parent or its Subsidiaries any Obligor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by any Appointed Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorObligor, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the applicable Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Except as may be expressly permitted by this Agreement, if at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Obligor to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement or to which such Lender is otherwise entitled to receive directly pursuant to the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Commitments; provided, however, that (A) if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower or any other Obligor pursuant to and all documents reasonably required in accordance with the express terms of this Agreement and the other Loan Documents, (y) any payment obtained by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with as consideration for the assignment of or sale of a Pro Rata Share equal participation in any of its Loans, Commitments or participations in a Letter of Credit or Swingline Loans to such Obligations with respect to actions any Assignee or Participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other matters arising on pricing term, including any fee, discount or prior premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the date extent such transaction is permitted hereunder. For purposes of clause (b) of the definition of Excluded Taxes, a Lender that acquires a participation pursuant to this Section 13.11 shall be treated as having acquired an interest in such exchange)participation on the earlier date(s) on which it acquired the interest(s) in the Loan(s) or Commitment(s) to which such participation relates.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent any Borrower or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from \66176107.6 Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. For the avoidance of doubt, the parties acknowledge that this Section 15.12(b) shall not apply to any action taken or proceeds received by any Farm Credit Lender with respect to actions or other matters arising on or prior to the date any of such exchange)its Farm Credit Equities held by any Borrower.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Borrower or cause to be taken any action Guarantor or to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Agent and the Required Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentthe Agent and the Required Lenders, set off against the Obligations (other than Bank Product Obligations), any amounts owing by such Lender to Parent any Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or any other Loan Document against Borrower or any GuarantorBorrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations (other than Bank Product Obligations) of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders Lender agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of AgentAgent after the occurrence and during the continuance of an Event of Default, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders Lender further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries the Borrowers or any deposit accounts of Parent or its Subsidiaries the Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrowers, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrowers to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Credit Party or any deposit accounts of Parent or its Subsidiaries any Credit Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to the contrarySection 16.8, Sponsor Affiliated Entities may contribute their Obligations hereunder to Parent in exchange for Qualified Equity Interests in Parent andif, in connection therewithat any time or times any Lender shall receive (i) by payment, immediately and without further action by foreclosure, setoff or otherwise, any Person, such Obligations shall immediately be deemed satisfied and cancelled, and the applicable Sponsor Affiliated Entity shall execute proceeds of Collateral or any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations payments with respect to actions the Obligations arising under, or relating to, this Agreement or the other matters arising on Loan Documents, except for any such proceeds or prior payments received by such Lender from the Agent pursuant to the date terms of this Agreement, or (ii) payments from the Agent in excess of such exchange).Lender's ratable portion of all such distributions by the Agent, such Lender promptly shall (1) turn the same over to the Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares;

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Agents, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Collateral Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Collateral Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Administrative Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Administrative Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's Pro Rata Share of all such distributions by Administrative Agent, such Lender promptly shall (1) turn the same over to Administrative Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Administrative Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement and the Fee Split Letter, as applicable, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries other Loan Party (as applicable) or any deposit accounts of Parent the Borrower or its Subsidiaries such other Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any its rights under this Agreement or other Loan Document or against the Borrower or any Guarantorother Loan Party, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrower or other Loan Party to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries the Borrowers or any deposit accounts of Parent or its Subsidiaries the Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorBorrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of the Administrative Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Administrative Agent, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Administrative Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein to the contraryIf, Sponsor Affiliated Entities may contribute their Obligations hereunder to Parent in exchange for Qualified Equity Interests in Parent andat any time or times any Lender shall receive (i) by payment, in connection therewithforeclosure, immediately and without further action by setoff, or otherwise, any Person, such Obligations shall immediately be deemed satisfied and cancelled, and the applicable Sponsor Affiliated Entity shall execute proceeds of Collateral or any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations payments with respect to actions the Obligations arising under, or relating to, this Agreement or the other matters arising on Loan Documents, except for any such proceeds or prior payments received by such Lender from the Administrative Agent pursuant to the date terms of this Agreement, or (ii) payments from the Administrative Agent in excess of such exchange).Lender's pro rata share portion of all such distributions by the Administrative Agent, such Lender promptly shall (1) turn the same over to the Administrative Agent, in kind, and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Loan Party or any deposit accounts of Parent or its Subsidiaries any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) proceedings to take enforce any Loan Document against any Loan Party or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that, to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Notwithstanding anything set forth to the contrary in Section 9.10, each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; PROVIDED, HOWEVER, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) 18.12.1 Each of the Lenders agrees that it shall not, without the express written consent of AgentAdministrative Agents, and that it shall, to the extent it at any time when there is lawfully entitled to do so, upon the written request of Agentan Existing Default, set off against the Loan Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Reseller or any deposit accounts of Parent or its Subsidiaries Reseller now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by AgentAdministrative Agents, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral. 18.12.2 If, includingat any time or times, without limitationany Lender shall receive (a) by payment, seeking relief from the automatic stayforeclosure, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to providesetoff, or support otherwise, any financing proceeds of Collateral or any payments with respect to the Loan Obligations, except for any Loan Party under Section 364 such proceeds or payments received by such Lender from Administrative Agents pursuant to the terms of the Bankruptcy Code secured by a Lien senior to this Agreement, or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein payments from Administrative Agents in excess of such Lender’s ratable portion of all such distributions by Administrative Agents, such Lender promptly shall (i) turn the same over to Administrative Agents, in kind, and with such endorsements as may be required to negotiate the same to Administrative Agents, or in immediately available funds, as applicable, for the account of all of Lenders and for application to the contraryLoan Obligations in accordance with the applicable provisions of this Agreement, Sponsor Affiliated Entities may contribute or (ii) purchase, without recourse or warranty, an undivided interest and participation in the Loan Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among Lenders in accordance with their Obligations hereunder Pro Rata Shares; provided, however, that to Parent the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in exchange for Qualified Equity Interests whole or in Parent andpart, in connection therewith, immediately and without further action by any Person, such Obligations shall immediately be deemed satisfied and cancelledas applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent the Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrower, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange).the excess payment,

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, Obligations any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of Borrower to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender shall promptly (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries Companies or any deposit accounts of Parent or its Subsidiaries Companies now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations, Sponsor Affiliated Entities may contribute their Obligations hereunder except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; PROVIDED, HOWEVER, that to the extent that such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentthe Required Lenders, and that it shall, to the extent it is lawfully and contractually entitled to do so, upon the written request of Agentthe Required Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries any Obligor or any deposit accounts of Parent or its Subsidiaries any Obligor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by any Appointed Agent, (i) take or cause to be taken any action to enforce its rights under this Agreement or against any Loan Document against Borrower or any GuarantorObligor, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the applicable Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Except as may be expressly permitted by this Agreement, if at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of any Obligor to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to Parent the terms of this Agreement or to which such Lender is otherwise entitled to receive directly pursuant to the terms of this Agreement, or (ii) payments from the Agent in exchange for Qualified Equity Interests in Parent andexcess of such ▇▇▇▇▇▇’s ratable portion of all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Term Loan Commitments; provided, however, that (A) if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower or any other Obligor pursuant to and all documents reasonably required in accordance with the express terms of this Agreement and the other Loan Documents, (y) any payment obtained by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with as consideration for the assignment of or sale of a Pro Rata Share equal participation in any of its Term Loans or Term Loan Commitments to such Obligations with respect to actions any Assignee or Participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Term Loans or Term Loan Commitments of that Class or any increase in the Applicable Margin (or other matters arising on pricing term, including any fee, discount or prior premium) in respect of Term Loans or Term Loan Commitments of Lenders that have consented to any such extension to the date of extent such exchange)transaction is permitted hereunder.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each ------------------------------------------------------- of the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent that it is lawfully entitled to do so, upon the written request of the Agent, set set-off against the Obligations, any amounts owing by such Lender to Parent a Borrower or its Subsidiaries any Guarantor or any deposit accounts of Parent a Borrower or its Subsidiaries any Guarantor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take against a Borrower or cause to be taken any action Guarantor or otherwise to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, includingthe purpose of which is, without limitationor could be, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of a Borrower to such Lender arising under, Sponsor Affiliated Entities or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to the terms of this Agreement or the Security Trustee pursuant to the terms of the U.K. Security Documents, or (ii) payments from the Agent or, as the case may contribute their Obligations hereunder be, the Security Trustee in excess of such Lender's ratable portion of all such distributions by the Agent or, as the case may be, the Security Trustee, such Lender shall promptly turn the same over to Parent in exchange for Qualified Equity Interests in Parent andthe Agent or, as the case may be, the Security Trustee, in connection therewithkind, immediately and without further action by any Personwith such endorsements as may be required to negotiate the same to the Agent or, such Obligations shall immediately be deemed satisfied and cancelledas the case may be, the Security Trustee, or in same day funds, as applicable, for the account of the Agent or, as the case may be, the Security Trustee, and the applicable Sponsor Affiliated Entity shall execute any Lenders and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations with respect to actions or other matters arising on or prior for application to the date Obligations in accordance with the applicable provisions of such exchange)this Agreement.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of ------------------------------------------------------- the Lenders agrees that it shall not, without the express written consent of the Agent, and that it shall, to the extent that it is lawfully entitled to do so, upon the written request of the Agent, set set-off against the Obligations, any amounts owing by such Lender to Parent a Borrower or its Subsidiaries the Guarantor or any deposit accounts of Parent a Borrower or its Subsidiaries the Guarantor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the any demand for payment or commencement of any legal or equitable proceedings, (ii) to take against a Borrower or cause to be taken any action the Guarantor or otherwise to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, includingthe purpose of which is, without limitationor could be, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein to the contraryIf at any time or times any Lender shall receive (i) by payment, Sponsor Affiliated Entities may contribute their Obligations hereunder to Parent in exchange for Qualified Equity Interests in Parent andforeclosure, in connection therewithset-off or otherwise, immediately and without further action by any Person, such Obligations shall immediately be deemed satisfied and cancelled, and the applicable Sponsor Affiliated Entity shall execute proceeds of Collateral or any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations payments with respect to actions the Obligations of a Borrower to such Lender arising under, or relating to, this Agreement or the other matters arising on Loan Documents, except for any such proceeds or prior payments received by such Lender from the Agent pursuant to the date terms of this Agreement, or (ii) payments from the Agent in excess of such exchange)Lender's ratable portion of all such distributions by the Agent, such Lender shall promptly turn the same over to the Agent in kind, and with such endorsements as may be required to negotiate the same to the Agent or in same day funds, as applicable, for the account of the Agent and the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by Agent, (i) take or cause to be taken any action to enforce any Loan Document against Borrower or any Guarantoraction, including, without limitation, the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the CollateralCollateral the purpose of which is, includingor could be, without limitation, seeking relief from to give such Lender any preference or priority against the automatic stay, seeking adequate protection of its interests in other Lenders with respect to the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein Subject to SECTION 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to Parent the terms of this Agreement, or (ii) payments from Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; PROVIDED, HOWEVER, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal be returned to such Obligations with respect to actions or other matters arising on or prior purchasing party, but without interest except to the date extent that such purchasing party is required to pay interest in connection with the recovery of such exchange)the excess payment.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each of the Lenders agrees that it shall not, without the express written consent of Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agentall Lenders, set off against the Obligations, any amounts owing by such Lender to Parent Borrower or its Subsidiaries the Borrowers or any deposit accounts of Parent or its Subsidiaries the Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically consented to or requested to do so in writing by the Administrative Agent, (i) take or cause to be taken any action to enforce any Loan Document its rights under this Agreement or against Borrower or any Guarantorthe Borrowers, including, without limitation, including the commencement of any legal or equitable proceedings, (ii) to take or cause to be taken any action to foreclose any Lien on any security interest in any of the Collateral on, or otherwise enforce any security interest in, any of the Collateral, including, without limitation, seeking relief from the automatic stay, seeking adequate protection of its interests in the Collateral, (iii) directly or indirectly, provide, offer to provide, or support any financing to any Loan Party under Section 364 of the Bankruptcy Code secured by a Lien senior to or pari passu with the Liens securing the Obligations or (iv) make any objection to any action or inaction taken by Agent during an Insolvency Proceeding. (b) Notwithstanding anything herein If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contraryObligations of the Borrowers to such Lender arising under, Sponsor Affiliated Entities may contribute their Obligations hereunder or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Administrative Agent pursuant to Parent the terms of this Agreement, or (ii) payments from the Administrative Agent in exchange for Qualified Equity Interests in Parent andexcess of such Lender's ratable portion of all such distributions by the Administrative Agent, such Lender shall promptly (1) turn the same over to the Administrative Agent, in connection therewithkind, immediately and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without further action recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; PROVIDED, HOWEVER, that if all or part of such excess payment received by any Personthe purchasing party is thereafter recovered from it, such Obligations those purchases of participations shall immediately be deemed satisfied and cancelledrescinded in whole or in part, as applicable, and the applicable Sponsor Affiliated Entity portion of the purchase price paid therefor shall execute any and all documents reasonably required by Agent to reflect such contribution and cancellation (including without limitation an undertaking to remain obligated under Section 15.7 as if such Sponsor Affiliated Entity remained a Lender with a Pro Rata Share equal to such Obligations with respect to actions or other matters arising on or prior to the date of such exchange).be returned to