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

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Lender agrees that: (i) unless an Event of Default has occurred and is continuing, such Lender shall not without the express consent of the Required Lenders (but, if an Event of Default has occurred and is continuing, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the request of the Required Lenders), set off against the Obligations, any amounts owing by such Lender to Borrower or any accounts of Borrower now or hereafter maintained with such Lender; (ii) such Lender shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing to such Lender any amounts owing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the Lenders, take or cause to be taken any action, including, the commencement of any legal or equitable 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. The foregoing 80 to the contrary notwithstanding, if any Lender provides Borrower with a letter of credit and obtains cash collateral to secure Borrower's reimbursement obligations thereunder, such Lender shall not be restricted by the foregoing provisions from applying such cash collateral to such reimbursement obligations.

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express consent of the Required Lenders (butall Lenders, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the request of the Required all Lenders), set off against the Obligations, any amounts owing by such Lender to the Borrower or any accounts of the Borrower now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without unless specifically requested to do so by the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing to such Lender any amounts owing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any actionaction to enforce its rights under this Agreement or against the Borrower, including, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral the purpose of which is, or could be, to give such Lender any preference or priority against the other Lenders payments with respect to the Collateral. The foregoing 80 Obligations of the Borrower to such Lender arising under, or relating to, this Agreement or the other Financing Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to the contrary notwithstandingterms of this Agreement, if any Lender provides Borrower with a letter or (ii) payments from the Agent in excess of credit and obtains cash collateral to secure Borrower's reimbursement obligations thereundersuch Lender’s ratable portion of all such distributions by the Agent, such Lender shall not promptly (1) turn the same over to the Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligationspurchasing 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 Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express written consent of the Required Lenders (butAgent, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, so and not otherwise prohibited by the terms of the agreements of such Lender may, at its election, and shallwith a Loan Party, upon the written request of the Required Lenders)Agent, set off against the Obligations, any amounts owing by such Lender to Borrower any Loan Party or its Subsidiaries or any deposit accounts of Borrower any Loan Party or its Subsidiaries now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing unless specifically requested to such Lender any amounts owing do so in writing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral the purpose of which isCollateral. (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or could beotherwise, to give such Lender any preference proceeds of Collateral or priority against the other Lenders any payments with respect to the Collateral. The foregoing 80 Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the contrary notwithstandingterms of this Agreement, if any Lender provides Borrower with a letter or (ii) payments from Agent in excess of credit and obtains cash collateral to secure Borrower's reimbursement obligations thereundersuch Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall not (A) turn the same over to Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without 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 foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligations.purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. 15.13

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express written consent of the Required Lenders (butAgent, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the written request of the Required Lenders)Agent, set off against the Obligations, any amounts owing by such Lender to Borrower any Loan Party or its Subsidiaries or any deposit accounts of Borrower any Loan Party or its Subsidiaries now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing unless specifically requested to such Lender any amounts owing do so in writing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral the purpose of which isCollateral. (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or could beotherwise, to give such Lender any preference proceeds of Collateral or priority against the other Lenders any payments with respect to the Collateral. The foregoing 80 Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the contrary notwithstandingterms of this Agreement, if any Lender provides Borrower with a letter or (ii) payments from Agent in excess of credit and obtains cash collateral to secure Borrowersuch Lender's reimbursement obligations thereunderPro Rata Share of all such distributions by Agent, such Lender promptly shall not (A) turn the same over to Agent, in kind, and with such endorsements as may be restricted by required to negotiate the foregoing same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions from applying 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 cash collateral to such reimbursement obligations.excess payment received shall be applied ratably as

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Lender of Lenders agrees that: (i) unless that it shall not, without the express written consent of Agent and only during the continuance of an Event of Default has occurred Default, and is continuingthat it shall, such Lender shall not without the express consent of the Required Lenders (but, if an Event of Default has occurred and is continuing, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the written request of Agent during the Required Lenders)continuance of an Event of Default, set off against the Obligations, any amounts owing by such Lender to any Borrower or its Subsidiaries or any deposit accounts (but excluding any Dominion Account or any US Control Account, UK Control Account, Foreign (Non-Canadian/Non-UK) Control Account or Canadian Control Account) of any Borrower or its Subsidiaries now or hereafter maintained with such Lender; (ii) such Lender . Each of Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing unless specifically requested to such Lender any amounts owing do so in writing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral the purpose of which isCollateral. If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or could beotherwise, to give such Lender any preference proceeds of Collateral or priority against the other Lenders any payments with respect to the Collateral. The foregoing 80 Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the contrary notwithstandingterms of this Agreement, if any Lender provides Borrower with a letter or (ii) payments from Agent in excess of credit and obtains cash collateral to secure Borrower's reimbursement obligations thereundersuch Lender’s Pro Rata Share in respect of the Revolver Obligations or Term Obligations, as applicable, of all such distributions by Agent, such Lender promptly shall not (A) turn the same over to Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of Revolver Lenders or Term Lenders, as applicable, and for application to the Revolver Obligations or Term Obligations, as applicable, in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Revolver Obligations or Term Obligations, as applicable, owed to the other Lenders so that such excess payment received shall be applied ratably as among Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligations.purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. Exhibit 10.61 DIP Credit Agreement

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express consent of the Required Lenders (butall Lenders, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the request of the Required all Lenders), set off against the Obligations, any amounts owing by such Lender to the Borrower or any accounts of the Borrower now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without unless specifically requested to do so by the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing to such Lender any amounts owing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAdministrative Agent, take or cause to be taken any actionaction to enforce its rights under this Agreement or against the Borrower, including, including the commencement of any legal or equitable proceedings, to foreclose any Lien lien on, or otherwise enforce any security interest in, any of the Collateral. If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral the purpose of which is, or could be, to give such Lender any preference or priority against the other Lenders payments with respect to the Collateral. The foregoing 80 Obligations of the 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 contrary notwithstandingterms of this Agreement, if any Lender provides Borrower with a letter or (ii) payments from the Administrative Agent in excess of credit and obtains cash collateral to secure Borrowersuch Lender's reimbursement obligations thereunderratable portion of all such distributions by the Administrative Agent, such Lender shall not promptly (1) turn the same over to the Administrative Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to the Administrative Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligationspurchasing 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 Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express consent of the Required Lenders (butAgent, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the request of the Required Lenders)Agent, set off against the Obligations, any amounts owing by such Lender to Borrower or any accounts of Borrower now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing unless specifically requested to such Lender any amounts owing do so by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any action, including, the commencement of any legal or equitable 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. The foregoing 80 (b) Subject to Section 17.8, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the contrary notwithstandingObligations arising under, if or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender provides Borrower with a letter from Agent pursuant to the terms of credit and obtains cash collateral to secure Borrowerthis Agreement, or (ii) payments from Agent in excess of such Lender's reimbursement obligations thereunderratable portion of all such distributions by Agent, such Lender promptly shall not (1) turn the same over to Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligations.purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. 17.13

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuing, such Lender that it shall not without the express consent of the Required Lenders (but, if an Event of Default has occurred and is continuing, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the request of the Required Lenders), set off against the Obligations, any amounts owing by such Lender to Borrower or its Subsidiaries or any deposit accounts of Borrower or its Subsidiaries now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing to such Lender any amounts owing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the Lenders, not take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, proceedings to enforce any Loan Document against Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral the purpose of which isCollateral. If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or could beotherwise, to give such Lender any preference proceeds of Collateral or priority against the other Lenders any payments with respect to the Collateral. The foregoing 80 Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the contrary notwithstandingterms of this Agreement, if any Lender provides Borrower with a letter or (ii) payments from Agent in excess of credit and obtains cash collateral to secure Borrower's reimbursement obligations thereundersuch Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall not (A) turn the same over to Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligationspurchasing 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 Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express written consent of the Required Lenders (butAgent, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the written request of the Required Lenders)Agent, set off against the Obligations, any amounts owing by such Lender to Borrower any Loan Party or its Subsidiaries or any deposit accounts of Borrower any Loan Party or its Subsidiaries now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing unless specifically requested to such Lender any amounts owing do so in writing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral the purpose of which isCollateral. (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or could beotherwise, to give such Lender any preference proceeds of Collateral or priority against the other Lenders any payments with respect to the Collateral. The foregoing 80 Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the contrary notwithstandingterms of this Agreement, if any Lender provides Borrower with a letter or (ii) payments from Agent in excess of credit and obtains cash collateral to secure Borrower's reimbursement obligations thereundersuch Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall not (A) turn the same over to Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without 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 foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligations.purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. 15.13

Restrictions on Actions by Lenders; Sharing of Payments. (a) Each Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express consent of the Required Lenders (butAgent, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the request of the Required Lenders)Agent, set off against the Obligations, any amounts owing by such Lender to Borrower the Loan Parties or any deposit accounts of Borrower the Loan Parties now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing unless specifically requested to such Lender any amounts owing do so by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any action, including, the commencement of any legal or equitable 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. The foregoing 80 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 contrary notwithstandingObligations arising under, if or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender provides Borrower with a letter from Agent pursuant to the terms of credit and obtains cash collateral to secure Borrowerthis Agreement, or (ii) payments from Agent in excess of such Lender's reimbursement obligations thereunderPro Rata Share of all such distributions by Agent, such Lender promptly shall not (1) turn the same over to Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligationspurchasing 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 Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express consent of the Required Lenders (butAgent, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the request of the Required Lenders)Agent, set off against the Obligations, any amounts owing by such Lender to Borrower Loan Parties or any deposit accounts of Borrower Loan Parties now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing unless specifically requested to such Lender any amounts owing do so by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any action, including, the commencement of any legal or equitable 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. The foregoing 80 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 contrary notwithstandingObligations arising under, if or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender provides Borrower with a letter from Agent pursuant to the terms of credit and obtains cash collateral to secure Borrowerthis Agreement, or (ii) payments from Agent in excess of such Lender's reimbursement obligations thereunderratable portion of all such distributions by Agent, such Lender promptly shall not (1) turn the same over to Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligationspurchasing 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 Lender of the Lenders agrees that: (i) unless an Event of Default has occurred and is continuingthat it shall not, such Lender shall not without the express written consent of the Required Lenders (butAgent, if an Event of Default has occurred and is continuingthat it shall, then to the extent that it is lawfully entitled to do so, such Lender may, at its election, and shall, upon the written request of the Required Lenders)Agent, set off against the Obligations, any amounts owing by such Lender to Borrower any Loan Party or its Subsidiaries or any deposit accounts of Borrower any Loan Party or its Subsidiaries now or hereafter maintained with such Lender; (ii) such Lender . Each of the Lenders further agrees that it shall not, without the express consent of all the Lenders, set off against any Indebtedness (other than Obligations) of Borrower owing unless specifically requested to such Lender any amounts owing do so in writing by such Lender to Borrower, including any amounts evidenced by accounts now or hereafter maintained with such Lender; and (iii) such Lender shall not, without the express consent of all the LendersAgent, take or cause to be taken any action, including, including the commencement of any legal or equitable proceedings, proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral the purpose of which isCollateral. (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or could beotherwise, to give such Lender any preference proceeds of Collateral or priority against the other Lenders any payments with respect to the Collateral. The foregoing 80 Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the contrary notwithstandingterms of this Agreement, if any Lender provides Borrower with a letter or (ii) payments from Agent in excess of credit and obtains cash collateral to secure Borrower's reimbursement obligations thereundersuch Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall not (A) turn the same over to Agent, in kind, and with such endorsements as may be restricted required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without 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 foregoing provisions purchasing party is thereafter recovered from applying such cash collateral 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 reimbursement obligations.purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. 16.13