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

Restrictions on Actions by the Agents and the Lenders; Sharing Payments. (a) The Administrative Agent and each of the Lenders agrees that it shall not, without the express consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Administrative Agent and the Collateral Agent, set-off against the Obligations, any amounts owing by such Lenders to the Credit Parties or any accounts of the Credit Parties now or hereafter maintained with such Lenders. The Administrative Agent and each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, 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 Lenders any preference or priority against the other Lenders with respect to the Collateral. (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations 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 Lender’s ratable portion of all such distributions by the Administrative Agent, such Lender promptly shall 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 same-day funds, as applicable, for the account of the Lenders and for apportionment and application to the Obligations in accordance with SECTION 3.02(c) and SECTION 3.03(b).

Restrictions on Actions by the Agents and the Lenders; Sharing Payments. (a) The Administrative Agent and each of the Lenders agrees that it shall not, without the express consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Administrative Agent and the Collateral Agent, set-off against the Obligations, any amounts owing by such Lenders to the Credit Parties or any accounts of the Credit Parties now or hereafter maintained with such Lenders. The Administrative Agent and each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, 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 Lenders any preference or priority against the other Lenders with respect to the Collateral. (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations 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 Lender’s ratable portion of all such distributions by the Administrative Agent, such Lender shall promptly shall 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 same-day funds, as applicable, for the account of the Agents, the Lenders and for apportionment and application to the Obligations in accordance with SECTION 3.02(c) and SECTION 3.03(b).

Restrictions on Actions by the Agents and the Lenders; Sharing Payments. (a) The Each of the Administrative Agent and each of the Lenders agrees that it shall not, without the express consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Administrative Agent and the Collateral Agent, set-set off against the Obligations, any amounts owing by such Lenders to the Credit Parties Borrower or any accounts of the Credit Parties Borrower now or hereafter maintained with such Lenders. The Each of the Administrative Agent and each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, 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 Lenders any preference or priority against the other Lenders with respect to the Collateral. (b) IfSubject to Section 12.04, if, at any time or times any Lender shall receive (i) by payment, foreclosure, set-off setoff or otherwise, any proceeds of Collateral or any payments with respect to the Obligations 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, Agreement or (ii) payments from the Administrative Agent in excess of such Lender’s ratable portion of all such distributions by the Administrative Agent, such Lender promptly shall 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 same-day funds, as applicable, for the account of the Lenders and for apportionment and application to the Obligations in accordance with SECTION Section 3.02(c) and SECTION 3.03(b).

Restrictions on Actions by the Agents and the Lenders; Sharing Payments. (a) The Each of the Administrative Agent and each of the Lenders agrees that it shall not, without the express consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Administrative Agent and the Collateral Agent, set-set off against the Obligations, any amounts owing by such Lenders to the Credit Parties Borrower or any accounts of the Credit Parties Borrower now or hereafter maintained with such Lenders. The Each of the Administrative Agent and each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, 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 Lenders any preference or priority against the other Lenders with respect to the Collateral.. ­NY12534:166729.34 (b) IfSubject to Section 13.04, if, at any time or times any Lender shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations 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, Agreement or (ii) payments from the Administrative Agent in excess of such Lender’s ratable portion of all such distributions by the Administrative Agent, such Lender promptly shall 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 same-day funds, as applicable, for the account of the Lenders and for apportionment and application to the Obligations in accordance with SECTION 3.02(c) and SECTION 3.03(bSection 3.02(e).

Restrictions on Actions by the Agents and the Lenders; Sharing Payments. (a) The Administrative Agent and each of the Lenders and L/C Issuers agrees that it shall not, without the express consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Administrative Agent and the Collateral Agent, set-off against the Obligations, any amounts owing by such Lenders or L/C Issuers to the Credit Parties or any accounts of the Credit Parties now or hereafter maintained with such LendersLenders or L/C Issuers. The Administrative Agent and each of the Lenders and the L/C Issuers further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, 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 Lenders any preference or priority against the other Lenders or L/C Issuers with respect to the Collateral. (b) If, at any time or times any Lender or L/C Issuer shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender or L/C Issuer from the Administrative Agent pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent in excess of such Lender’s or such L/C Issuer’s ratable portion of all such distributions by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, shall promptly shall 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 same-day funds, as applicable, for the account of the Agents, the Lenders and the L/C Issuers and for apportionment and application to the Obligations in accordance with SECTION 3.02(c) and SECTION 3.03(b).

Restrictions on Actions by the Agents and the Lenders; Sharing Payments. (a) The Administrative Agent and each of the Lenders and L/C Issuers agrees that it shall not, without the express consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Administrative Agent and the Collateral Agent, set-off against the Obligations, any amounts owing by such Lenders or L/C Issuers to the Credit Parties or any accounts of the Credit Parties now or hereafter maintained with such LendersLenders or L/C Issuers. The Administrative Agent and each of the Lenders and the L/C Issuers further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, 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 Lenders any preference or priority against the other Lenders or L/C Issuers with respect to the Collateral. (b) If, at any time or times any Lender or L/C Issuer shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender or L/C Issuer from the Administrative Agent pursuant to the terms of this Agreement, or (ii) payments from the Administrative Agent in excess of such Lender’s or such L/C Issuer’s ratable portion of all such distributions by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, shall promptly shall 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 same-day funds, as applicable, for the account of the Agents, the Lenders and the L/C Issuers and for apportionment and application to the Obligations in accordance with SECTION 3.02(c3.02 (c) and SECTION 3.03(b).

Restrictions on Actions by the Agents and the Lenders; Sharing Payments. (a) The Administrative Agent and each of the Lenders agrees agree that it shall not, without the express consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Administrative Agent and the Collateral Agent, set-set off against the Obligations, any amounts owing by such Lenders to the Credit Parties Borrower or any accounts of the Credit Parties Borrower now or hereafter maintained with such Lenders. The Administrative Agent and each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, 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 Lenders any preference or priority against the other Lenders with respect to the Collateral. (b) IfSubject to SECTION 13.04, if, at any time or times any Lender shall receive (i) by payment, foreclosure, set-off setoff or otherwise, any proceeds of Collateral or any payments with respect to the Obligations 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 Lender’s 's ratable portion of all such distributions by the Administrative Agent, such Lender promptly shall 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 same-same day funds, as applicable, for the account of the Lenders and for apportionment and application to the Obligations in accordance with SECTION 3.02(c) and SECTION 3.03(b)3.02.

Restrictions on Actions by the Agents and the Lenders; Sharing Payments. (a) The Each of the Administrative Agent and each of the Lenders agrees that it shall not, without the express consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Administrative Agent and the Collateral Agent, set-set off against the Obligations, any amounts owing by such Lenders to the Credit Parties Borrower or any accounts of the Credit Parties Borrower now or hereafter maintained with such Lenders. The Each of the Administrative Agent and each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, 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 Lenders any preference or priority against the other Lenders with respect to the Collateral. (b) IfSubject to Section 15.04, if, at any time or times any Lender shall receive (i) by payment, foreclosure, set-off setoff or otherwise, any proceeds of Collateral or any payments with respect to the Obligations 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, Agreement or (ii) payments from the Administrative Agent in excess of such Lender’s ratable portion of all such distributions by the Administrative Agent, such Lender promptly shall turn the same over to the Administrative Agent, Agent in kind, and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in same-same day funds, as applicable, for the account of the Lenders and for apportionment and application to the Obligations in accordance with SECTION 3.02(c) and SECTION 3.03(b)Section 5.02.