Common use of Sharing of Setoffs and Cash Collateral Clause in Contracts

Sharing of Setoffs and Cash Collateral. Each of the Lenders agrees that if it shall, through the operation of Sections 2.23, 2.28(g) or 2.28(h) hereof or the exercise of a right of bank’s lien, setoff or counterclaim against the Borrower or any Subsidiary Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts as a result of which the unpaid portion of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, is proportionately less than the unpaid portion of any of the other Lenders (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lenders a participation in the Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, of such other Lenders, so that the aggregate unpaid principal amount of each of the Lenders’ Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts and its participation in Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts then outstanding as the principal amount of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts prior to the obtaining of such payment was to the principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro rata.

Sharing of Setoffs and Cash Collateral. Each of the Lenders agrees that if it shall, through the operation of Sections 2.23, 2.28(g) or 2.28(h) hereof or the exercise of a right of bankbanker’s lienLien, setoff or counterclaim against any member of the Borrower or any Subsidiary Borrower, Credit Group (including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, ) or otherwise, obtain payment in respect of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts Loans as a result of which the unpaid portion of its Term Loans, Revolving Credit Loans, Revolving Loans and L/C Exposure or Swingline Participation Amounts, as applicable, is proportionately less than the unpaid portion of Loans and L/C Exposure of any of the other Lenders (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lenders a participation in the Term Loans, Revolving Loans or Letters of Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, of such other Lenders, so that the aggregate unpaid principal amount of each of the Lenders’ Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts Lender’s Loans and its participation in Term Loans, Revolving Loans and Letters of Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans, Revolving Credit Loans, Revolving Loans then outstanding and L/C Exposure and Swingline Participation Amounts then outstanding as the principal amount of its Term Loans, Revolving Credit Loans, Revolving Loans and L/C Exposure and Swingline Participation Amounts prior to the obtaining of such payment was to the principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts Loans outstanding prior to the obtaining of such payment payment, and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro rata. If all or any portion of such excess payment is thereafter recovered from the Lender which originally received such excess payment, such purchase (or portion thereof) shall be canceled and the purchase price restored to the extent of such recovery. The Credit Parties expressly consent to the foregoing arrangements and agree that any Lender or Lenders holding (or deemed to be holding) a participation in a Note or Letter of Credit may exercise any and all rights of banker’s Lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender or Lenders as fully as if such Lender or Lenders held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs and Cash Collateral. Each of the Revolving Lenders agrees that if it shall, through the operation of Sections 2.23Section 2.20, 2.28(gSection 2.24(h) or 2.28(hSection 2.24(i) hereof or the exercise of a right of bankbanker’s lien, setoff or counterclaim against the Borrower or any Subsidiary Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Revolving Lender under any applicable bankruptcy, insolvency or other similar law, or otherwiseotherwise (other than pursuant to Section 2.16(f)), obtain payment in respect of its Term Loans, Revolving Credit Loans, Loans or participations in Revolving L/C Exposure or Swingline Participation Amounts Letters of Credit as a result of which the unpaid portion of its Term Loans, Revolving Credit Loans, Loans or Revolving L/C Exposure or Swingline Participation Amounts, as applicable, is proportionately less than the unpaid portion of any of the other Revolving Lenders (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Revolving Lenders a participation in the Term Loans, Revolving Credit Loans, Loans or Revolving L/C Exposure or Swingline Participation Amounts, as applicable, of such other Revolving Lenders, so that the aggregate unpaid principal amount of each of the Revolving Lenders’ Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts and its participation in Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts of the other Revolving Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts then outstanding as the principal amount of its Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts prior to the obtaining of such payment was to the principal amount of all Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Revolving Lenders share such payment pro rata.

Sharing of Setoffs and Cash Collateral. Each of the Lenders agrees that if it shall, through the operation of Sections 2.23, 2.28(g) or 2.28(h) hereof or the exercise of a right of bank’s lien, setoff or counterclaim against the Borrower or any Subsidiary Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts as a result of which the unpaid portion of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, is proportionately less than the unpaid portion of any of the other Lenders (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lenders a participation in the Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, of such other Lenders, so that the aggregate unpaid principal amount of each of the Lenders’ Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts and its participation in Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts then outstanding as the principal amount of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts prior to the obtaining of such payment was to the principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro rata.

Sharing of Setoffs and Cash Collateral. Each of the Lenders agrees that if it shall, through the operation of Sections 2.232.21, 2.28(g2.26(g) or 2.28(h2.26(h) hereof or the exercise of a right of bank’s lien, setoff or counterclaim against the Borrower or any Subsidiary Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Term Loans, Revolving Credit Loans, Loans or Revolving L/C Exposure or Swingline Participation Amounts as a result of which the unpaid portion of its Term Loans, Revolving Credit Loans, Loans or Revolving L/C Exposure or Swingline Participation AmountsExposure, as applicable, is proportionately less than the unpaid portion of any of the other Lenders (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lenders a participation in the Term Loans, Revolving Credit Loans, Loans or Revolving L/C Exposure or Swingline Participation AmountsExposure, as applicable, of such other Lenders, so that the aggregate unpaid principal amount of each of the Lenders’ Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts and its participation in Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts then outstanding as the principal amount of its Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts prior to the obtaining of such payment was to the principal amount of all Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro rata.

Sharing of Setoffs and Cash Collateral. (a) Each of the Lenders agrees that if it shall, through the operation of Sections 2.23, 2.28(g) or 2.28(h) hereof or the exercise of a right of bank’s banker's lien, setoff set off or counterclaim against the Borrower or any Subsidiary Borrower, Credit Party (including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, ) or otherwise, obtain payment in respect of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts Loans as a result of which the unpaid portion of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, Loans is proportionately less than the unpaid portion of Loans of any of the other Lenders then (a) if such Lender is a Revolving Credit Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lenders Revolving Credit Lenders, a participation in the Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, Loans and Letters of Credit of such other Revolving Credit Lenders, so that the aggregate unpaid principal amount of each of the Lenders’ Term Loans, Revolving Credit LoansLender's Loans (and obligations with respect to Letters of Credit) and its participation in the Revolving Credit Loans (and obligations with respect to Letters of Credit) of the other Revolving Credit Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Loans (and obligations with respect to Letters of Credit) then outstanding as the principal amount of its Revolving Credit Loans (and obligations with respect to Letters of Credit) prior to the obtaining of such payment was to the principal amount of all Revolving Credit Loans (and obligations with respect to Letters of Credit) outstanding prior to the obtaining of such payment, (b) if such Lender is a Term Lender and there are Revolving L/C Exposure Loans (and Swingline Participation Amounts obligations with respect to Letters of Credit) outstanding (other than obligations in which participations have been purchased pursuant to this Section), then such Lender shall promptly purchase at par and shall be deemed to have thereupon purchased a subordinated participation in such obligations in the amount of such payment (provided, that such Lender shall not be entitled to receive any payments in respect of such participation until all obligations in respect of the Revolving Credit Loans (and obligations with respect to Letters of Credit) in which participations have not been purchased pursuant to this Section shall have been paid in full) and shall pay over the amount received to the Administrative Agent for the ratable distribution to the Revolving Credit Lenders until all amounts owing in respect of Revolving Credit Loans (and obligations in respect of Letters of Credit) shall have been paid or purchased in full (and payments received in respect of such participation shall be subject to sharing pursuant to clause (c) below and (c) if no Revolving Credit Loans (or obligations with respect to Letters of Credit) are outstanding other than Revolving Credit Loans (or obligations with respect to Letters of Credit) in which participations have been purchased pursuant to this Section, and if such Lender is a Term Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Term Lenders a participation in the Term Loans of such other Term Lenders, so that the aggregate unpaid principal amount of each of the Term Lender's Loans and its participation in Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts Loans of the other Term Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts Loans then outstanding as the principal amount of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts Loans prior to the obtaining of such payment was to the principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure and Swingline Participation Amounts Loans outstanding prior to the obtaining of such payment and (b) such payment. Such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share any such payment pro rata; provided, that if all or any portion of such excess payment is thereafter recovered from the Lender which originally received such excess payment, such purchase (or portion thereof) shall be canceled and the purchase price restored to the extent of such recovery (without interest); provided, further, that notwithstanding anything to the contrary contained in this Section, (x) the Issuing Bank shall be entitled to retain any payments it receives in respect of unreimbursed amounts drawn under Letters of Credit as a result of exercising any right of setoff against the Cash Collateral Account, (y) the Hedging Bank shall be entitled to retain any payments it receives in respect of the Hedging Obligations as a result of exercising any right of setoff, and (z) any Cash Management Bank shall be entitled to retain any payments it receives in respect of Obligations of the type described in clause (a)(iii) of the definition of "Obligations" appearing in Article 1 hereof as a result of exercising any right of setoff. The Credit Parties expressly consent to the foregoing arrangements and agree that any Lender or Lenders holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, set off or counterclaim with respect to any and all moneys owing by the Borrower to such Lender or Lenders as fully as if such Lender or Lenders held such and was the original obligee on such Loan or on any note evidencing such Loan (if applicable), in the amount of such participation.

Sharing of Setoffs and Cash Collateral. Each (a) Subject to the terms of the Citibank Intercreditor Agreement, each of the Lenders agrees that if it shall, through the operation of Sections 2.23, 2.28(g) or 2.28(h) hereof or the exercise of a right of bank’s banker's lien, setoff set off or counterclaim against the Borrower or any Subsidiary Borrower, including, but not limited to, Credit Party (including a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, ) or otherwise, (i) obtain payment in respect of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts Senior Priority Loans as a result of which the unpaid portion of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, Senior Priority Loans is proportionately less than the unpaid portion of Senior Priority Loans of any of the other Senior Priority Lenders (a) then it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lenders Senior Priority Lenders, a participation in the Term Loans, Revolving Senior Priority Loans and Senior Priority Letters of Credit Loans, Revolving L/C Exposure or Swingline Participation Amounts, as applicable, of such other Senior Priority Lenders, so that the aggregate unpaid principal amount of each of the Senior Priority Lender's Loans (and obligations with respect to Senior Priority Letters of Credit) and its participation in the Senior Priority Loans (and obligations with respect to Senior Priority Letters of Credit) of the other Senior Priority Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Senior Priority Loans (and obligations with respect to Senior Priority Letters of Credit) then outstanding as the principal amount of its Senior Priority Loans (and obligations with respect to Senior Priority Letters of Credit) prior to the obtaining of such payment was to the principal amount of all Senior Priority Loans (and obligations with respect to Senior Priority Letters of Credit) outstanding prior to the obtaining of such payment, (ii) obtain payment at a time when no Event of Default has occurred and is then continuing in respect of its Term Loans or its Tranche A Loans as a result of which the unpaid portion of its Term Loans and its Tranche A Loans is proportionately less than the unpaid portion of the Term Loans and the Tranche A Loans of any of the other Restructured Lenders then it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Restructured Lenders a participation in the Term Loans and the Tranche A Loans of such other Restructured Lenders’ , so that the aggregate unpaid principal amount of each of the Restructured Lender's Term Loans, Revolving Credit Loans, Revolving L/C Exposure Loans and Swingline Participation Amounts Tranche A Loans and its participation in Term Loans, Revolving Credit Loans, Revolving L/C Exposure Loans and Swingline Participation Amounts Tranche A Loans of the other Restructured Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure Loans and Swingline Participation Amounts Tranche A Loans then outstanding as the principal amount of its Term Loans, Revolving Credit Loans, Revolving L/C Exposure Loans and Swingline Participation Amounts its Tranche A Loans prior to the obtaining of such payment was to the principal amount of all Term Loans, Revolving Credit Loans, Revolving L/C Exposure Loans and Swingline Participation Amounts Tranche A Loans outstanding prior to the obtaining of such payment, or (iii) obtain payment at a time when no Event of Default has occurred and is then continuing, in respect of its Revolving Credit Loans as a result of which the unpaid portion of its Revolving Credit Loans is proportionately less than the unpaid portion of the Revolving Credit Loans of any of the other Revolving Credit Lenders then it shall promptly purchase at par (band shall be deemed to have thereupon purchased) from such other Revolving Credit Lenders, a participation in the Revolving Credit Loans and Revolver Letters of Credit of such other Revolving Credit Lenders, so that the aggregate unpaid principal amount of each of the Revolving Credit Lender's Loans (and obligations with respect to Revolver Letters of Credit) and its participation in the Revolving Credit Loans (and obligations with respect to Revolver Letters of Credit) of the other Revolving Credit Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Loans (and obligations with respect to Revolver Letters of Credit) then outstanding as the principal amount of its Revolving Credit Loans (and obligations with respect to Revolver Letters of Credit) prior to the obtaining of such payment was to the principal amount of all Revolving Credit Loans (and obligations with respect to Revolver Letters of Credit outstanding prior to the obtaining of such payment). Each Restructured Lender agrees that if it shall, through the exercise of a right of banker's lien, set off or counterclaim against any Credit Party or otherwise, obtain payment in respect of its Term Loans, Tranche A Loans or Revolving Credit Loans at a time when an Event of Default has occurred and is then continuing, such Restructured Lender shall remit such payment to the Administrative Agent to be applied in accordance with Section 10.2(b)(2) hereof. Such other adjustments shall be made from time to time as shall be equitable to ensure that the applicable Lenders share any such payment pro rata; provided, that if all or any portion of such excess payment is thereafter recovered from the Lender which originally received such excess payment, such purchase (or portion thereof) shall be canceled and the purchase price restored to the extent of such recovery (without interest); provided, further, that notwithstanding anything to the contrary contained in this Section 10.3(a), (x) an Issuing Bank shall be entitled to retain any payments it receives in respect of unreimbursed amounts drawn under a Letter of Credit as a result of exercising any right of set off against any account maintained at such Issuing Bank by the applicable Credit Party Account, (y) a Lender Hedging Bank shall be entitled to retain any payments it receives in respect of Lender Hedging Obligations as a result of exercising any right of setoff, and (z) any Cash Management Bank shall be entitled to retain any payments it receives in respect of Obligations of the type described in clause (a)(iii) of the definition of "Obligations" appearing in Article 1 hereof as a result of exercising any right of setoff. The Credit Parties expressly consent to the foregoing arrangements and agree that any Lender or Lenders holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, set off or counterclaim with respect to any and all moneys owing by RRI or any other applicable Credit Party to such Lender or Lenders as fully as if such Lender or Lenders held such and was the original obligee on such Loan or on any Note evidencing such Loan (if applicable), in the amount of such participation.

Sharing of Setoffs and Cash Collateral. Each of the Lenders agrees that if it shall, through the operation of Sections 2.232.20, 2.28(g2.25(g) or 2.28(h2.25(h) hereof or the exercise of a right of bank’s lien, setoff or counterclaim against the Borrower or any Subsidiary Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Term Loans, Revolving Credit Loans, Loans or Revolving L/C Exposure or Swingline Participation Amounts as a result of which the unpaid portion of its Term Loans, Revolving Credit Loans, Loans or Revolving L/C Exposure or Swingline Participation Amounts, as applicable, is proportionately less than the unpaid portion of any of the other Lenders (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lenders a participation in the Term Loans, Revolving Credit Loans, Loans or Revolving L/C Exposure or Swingline Participation Amounts, as applicable, of such other Lenders, so that the aggregate unpaid principal amount of each of the Lenders’ Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts and its participation in Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts then outstanding as the principal amount of its Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts prior to the obtaining of such payment was to the principal amount of all Term Loans, Revolving Credit Loans, Loans and Revolving L/C Exposure and Swingline Participation Amounts outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro rata.