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 the 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 any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, 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 Obligations, 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 ▇▇▇▇▇▇’s pro rata share of all such distributions by the Administrative Agent, such Lender promptly shall (A) 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 (B) 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, that to the extent that 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payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, 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 Obligations, 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 pro rata share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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 Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative the Collateral Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative the Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, 13.09 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 Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇Lender’s pro rata share of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries Loan Parties or any deposit accounts of any Credit Party or any of their respective Subsidiaries Loan Parties now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against any Credit Party Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 AgentAgents, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of either Administrative Agent, set-at any time when there is an Existing Default, set off against the Loan Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries Resellers or any deposit accounts of any Credit Party or any of their respective Subsidiaries Resellers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative AgentAgents, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the CollateralCollateral securing Secured Obligations under this Agreement. Nothing contained in this Agreement or any other Loan Document shall impair the right of any Lender to exercise any right of set off or counterclaim it may have against any Reseller and to apply the amount subject to such exercise to the payment of indebtedness of any Reseller unrelated to this Agreement or the other Loan Documents. (b) Subject to Section 12.09, ifIf, at any time or times after the occurrence of an Event of Default and during the continuance thereof, any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Loan Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇Lender’s pro rata share ratable portion of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A1) turn the same over to the Administrative AgentAgents, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative AgentAgents, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Loan Obligations in accordance with the applicable provisions of this Agreement, or (B2) purchase, without recourse or warranty, an undivided interest and participation in the Loan Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro-Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative the Collateral Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative the Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.0913.09 and except in connection with any Extension Offer pursuant to Section 2.18, 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 Obligations, 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 pro rata share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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 Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Collateral Agent, set-set off against the Obligations, any amounts owing pursuant to this Agreement by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative AgentCollateral Agent and solely to the extent it is lawfully entitled to do so pursuant to this Agreement, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, 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 Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇’s pro rata share of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A) turn the same over to the Administrative Collateral Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Collateral 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 recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata shares; provided, provided that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party Borrower or any of their respective its Subsidiaries or any deposit accounts (other than accounts exclusively used for payroll) of any Credit Party Borrower or any of their respective its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against any Credit Loan Party or other Person or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, that that, to the extent that 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 portion of the purchase price paid therefor shall 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.

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 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 Administrative AgentAgent and only if an Event of Default shall have occurred and be continuing, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party Borrower or any of their respective its Subsidiaries or any deposit accounts Deposit Accounts of any Credit Party Borrower or any of their respective its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against Borrower or any Credit Party Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to Parent, any Credit Party Borrower or any of their respective Subsidiaries or any deposit accounts of Parent, any Credit Party Borrower or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against any Credit Party Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations (other than Bank Product Obligations), any amounts owing by such Lender to any Credit Party Borrower or any of their respective its Subsidiaries or any deposit accounts of any Credit Party Borrower or any of their respective its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against Borrower or any Credit Party Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, 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 Obligations (other than Bank Product Obligations), 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party Borrowers, the other Loan Parties or any of their respective Subsidiaries or any deposit accounts of any Credit Party Borrowers, the other Loan Parties or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against Borrowers or any Credit Party Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 the Administrative AgentAgents, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Agentthe Agents, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries the Borrower or any deposit accounts of any Credit Party or any of their respective Subsidiaries the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agentthe Agents (which request shall not be made by the Agents unless an Event of Default has occurred and is continuing), take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds Proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇Lender’s pro rata share ratable portion of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A1) turn the same over to the Administrative AgentAgents, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative AgentAgents, 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 (B2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 the Administrative Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries Borrower or any deposit accounts of any Credit Party or any of their respective Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative AgentAgent (which request shall not be made by Agent unless an Event of Default has occurred and is continuing), take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. The provisions of this paragraph are for the sole benefit of the Agent and the Lenders and shall not afford any right to, or constitute a defense available to, any Borrower. (b) Subject to Section 12.09, ifIf, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any Collateral, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent pursuant to the terms of this Agreement, Agreement or (ii) payments from the Administrative Agent in excess of such ▇▇▇▇▇▇Lender’s pro rata share ratable portion of all such distributions by the Administrative Agent, such Lender promptly shall (A1) turn the same over to the Administrative Agent, in-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, Agreement or (B2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-off against the Obligations, Obligations any amounts owing by such Lender to any Credit Party Borrower or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, including the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral the purpose of which is, or could be, to give such Lender any preference or priority against the other Lenders with respect to the Collateral. (b) Subject to Section 12.0917.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoffset-off, or otherwise, any proceeds of Collateral or any payments with respect to the ObligationsObligations of Borrower to 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 Administrative Agent pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent in excess of such ▇▇▇▇▇▇’s pro rata share Lender's Pro-Rata Share of all such distributions by the Administrative Agent, such Lender shall promptly shall (A1) turn the same over to the Administrative Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in immediately available 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 (B2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro-Rata Shares; provided, however, that to the extent that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations participation shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Loan Party or any of their respective Subsidiaries or any deposit accounts of any Credit Loan Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against any Credit Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.099.08, 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 Obligations, 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 pro rata share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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 Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative the Collateral Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative the Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, 13.09 if, at any time or times any Lender shall receive receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇’s pro rata share of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party Borrower or any of their respective its Subsidiaries or any deposit accounts of any Credit Party Borrower or any of their respective its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against Borrower or any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the CollateralGuarantor. (b) Subject to Section 12.09, ifIf, 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (Ai) turn the same over to the Administrative Agent, in-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 (Bii) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Agentall Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Agentall Lenders, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party the Borrowers or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries the Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by the Administrative Agent, take or cause to be taken any actionaction to enforce its rights under this Agreement or against the Borrowers, including, including the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, if, If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, setoff or otherwise, any proceeds of Collateral or any payments with respect to the ObligationsObligations of the Borrower to such Lender arising under, or relating to, this Agreement or the other DIP Financing 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 ▇▇▇▇▇▇’s pro rata share Lender's ratable portion of all such distributions by the Administrative Agent, such Lender shall promptly shall (A1) turn the same over to the Administrative Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in immediately available 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 (B2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the ObligationsObligations (to the extent then due and owing), any amounts owing by such Lender to any Credit Loan Party or any of their respective its Subsidiaries or any deposit accounts of any Credit such Loan Party or any of their respective Subsidiaries Subsidiary now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against any Credit Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit a Loan Party or any of their respective Subsidiaries or any deposit accounts of any Credit a Loan Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against Borrower or any Credit Party Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifIf, 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Collateral Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.0913.09 and except in connection with any Extension Offer pursuant to Section 2.16, 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 Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇Lender’s pro rata share of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A) turn the same over to the Administrative Collateral Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Collateral 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 recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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-set off against the Obligations, any amounts owing by such Lender to any Credit Party of the Loan Parties or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries the Loan Parties now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by the Administrative Agent, take or cause to be taken any actionaction to enforce its rights under this Agreement or against the Loan Parties, including, including the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, if, If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, setoff or otherwise, any proceeds of Collateral or any payments with respect to the ObligationsObligations of Borrower to 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 Administrative Agent pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent in excess of such ▇▇▇▇▇▇’s pro rata share Lender's ratable portion of all such distributions with respect to the applicable Obligations by the Administrative Agent, such Lender shall promptly shall HOUSTON\2261364 (A1) turn the same over to the Administrative Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in immediately available 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 (B2) purchase, without recourse or warranty, an undivided interest and participation in the applicable Obligations owed to the other Lenders, applicable Lenders so that such excess payment received shall be applied ratably as among the applicable Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party Parent or its, Intermediate Holdings or any of their respective Subsidiaries or any deposit accounts of any Credit Party Parent or its, Intermediate Holdings or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against Borrower or any Credit Party Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject Except to Section 12.09the extent otherwise provided in 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 Obligations, 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 pro rata share Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Collateral Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party the Borrower or any of their respective its Subsidiaries or any deposit accounts of any Credit Party the Borrower or any of their respective its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party the Borrower or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.0914.09(b), 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 Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇Lender’s pro rata share of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A) turn the same over to the Administrative Collateral Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Collateral 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 recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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-set off against the Obligations, any amounts owing by such Lender to any Credit Party of the Loan Parties or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries the Loan Parties now or hereafter maintained with such Lender. Each Subject to the proviso to the first sentence of Section 9.2(b), each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by the Administrative Agent, take or cause to be taken any actionaction to enforce its rights under this Agreement or against the Loan Parties, including, including the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, if, If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, setoff or otherwise, any proceeds of Collateral or any payments with respect to the ObligationsObligations of a Borrower to 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 Administrative Agent pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent in excess of such ▇▇▇▇▇▇’s pro rata share Lender's ratable portion of all such distributions with respect to the applicable Obligations by the Administrative Agent, such Lender shall promptly shall (A1) turn the same over to the Administrative Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in immediately available 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 (B2) purchase, without recourse or warranty, an undivided interest and participation in the applicable Obligations owed to the other Lenders, applicable Lenders so that such excess payment received shall be applied ratably as among the applicable Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent 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 portion of the purchase price paid therefor shall 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.

Restrictions on Actions by Lenders; Sharing of Payments. (a) 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 Administrative Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party Borrower or any of their respective its Subsidiaries or any deposit accounts (other than accounts exclusively used for payroll) of any Credit Party Borrower or any of their respective its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Loan Document against any Credit Loan Party or other Person or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, ifb. 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 Obligations, 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 ▇▇▇▇▇▇’s pro rata share Lender's Pro Rata Share of all such distributions by the Administrative Agent, such Lender promptly shall (A) turn the same over to the Administrative Agent, in-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 (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, that that, to the extent that 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 portion of the purchase price paid therefor shall 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.

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 the Administrative AgentAgents, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of either Administrative Agent, set-at any time when there is an Existing Default, set off against the Loan Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries Reseller or any deposit accounts of any Credit Party or any of their respective Subsidiaries Reseller now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative AgentAgents, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, if18.12.2. If, at any time or times after the occurrence of an Event of Default and during the continuance thereof, any Lender shall receive (ia) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Loan Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (iib) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇Lender’s pro rata share ratable portion of all such distributions by the Administrative AgentAgents, such Lender promptly shall (Ai) turn the same over to the Administrative AgentAgents, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative AgentAgents, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Loan Obligations in accordance with the applicable provisions of this Agreement, or (Bii) purchase, without recourse or warranty, an undivided interest and participation in the Loan Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Collateral Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section ‎Section 12.09, 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 Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇’s pro rata share of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A) turn the same over to the Administrative Collateral Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Collateral 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 recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.DB1/ 110631747.4 115 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20 (b) Subject to Section 12.09, 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 Obligations, 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 pro rata share of all such distributions by the Administrative Agent, such Lender promptly shall (A) 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 (B) 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, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Administrative Collateral Agent, set-set off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.0913.09(b), 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 Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇Lender’s pro rata share of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A) turn the same over to the Administrative Collateral Agent, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative Collateral 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 recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, 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 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, 127 including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, 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 Obligations, 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 pro rata share of all such distributions by the Administrative Agent, such Lender promptly shall (A) 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 (B) 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, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 the Administrative AgentAgents, 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 any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.and (b) Subject to Section 12.09, ifIf, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds Proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from the Administrative Agent Agents pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent Agents in excess of such ▇▇▇▇▇▇Lender’s pro rata share ratable portion of all such distributions by the Administrative AgentAgents, such Lender promptly shall (A1) turn the same over to the Administrative AgentAgents, in-in kind, and with such endorsements as may be required to negotiate the same to the Administrative AgentAgents, 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 (B2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders, Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata sharesPro Rata Shares; provided, however, that to the extent that 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 portion of the purchase price paid therefor shall 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.

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 Administrative Agent, set-off against the Obligations, any amounts owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. (b) Subject to Section 12.09, 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 Obligations, 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 pro rata share of all such distributions by the Administrative Agent, such Lender promptly shall (A) 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 (B) 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, that to the extent that 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 portion of the purchase price paid therefor shall 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.109