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Common use of Payments Pro Rata Clause in Contracts

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 3 contracts

Samples: Term Loan Agreement (Acg Holdings Inc), Term Loan Agreement (Sullivan Graphics Inc), Term Loan Agreement (Alpine Group Inc /De/)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, it shall distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 2 contracts

Samples: Credit Agreement (Usi Holdings Corp), Credit Agreement (Usi Holdings Corp)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 2 contracts

Samples: Credit Agreement (Amerus Group Co/Ia), Credit Agreement (Amerus Group Co/Ia)

Payments Pro Rata. (a) Except The Agents agree that promptly after their receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Company or any Subsidiary Guarantor, they shall, except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Loan of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Bank Lender bears to the total of such Obligation Obligations then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Company to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that that, if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 2 contracts

Samples: First Lien Senior Credit Agreement (Wellman Inc), Second Lien Senior Credit Agreement (Wellman Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunderObligations, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation Obligations then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 2 contracts

Samples: Credit Agreement (Pueblo Xtra International Inc), Credit Agreement (Pueblo Xtra International Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the each Borrower in respect of any Obligations hereunderof such Borrower, it shall distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 2 contracts

Samples: Credit Agreement (Endurance Specialty Holdings LTD), Credit Agreement (Endurance Specialty Holdings LTD)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, Loans of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 2 contracts

Samples: Credit Agreement (Trumps Castle Funding Inc), Credit Agreement (Trump Hotels & Casino Resorts Funding Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks Lenders (other than any Bank Lenders that has have consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Acme Metals Inc /De/)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees A. The Agents agree that promptly after its receipt of each payment of any interest or premium on or principal of the Bridge Notes from or on behalf of the Borrower in respect of Borrowers or any Obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) B. Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff set-off or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Bridge Loan of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrowers to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that that, if all or any portion of -------- such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Advanced Glassfiber Yarus LLC)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative A. The Agent agrees that promptly after its receipt of each payment of any interest or premium on or principal of the Bridge Notes from or on behalf of the Borrower in respect of or any Obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) B. Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff set-off or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Bridge Loan of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that that, if all or any portion of -------- such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (BGF Industries Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderObligations, it shall distribute such payment to the Banks (other than any Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such payment--- ---- thereof) pro rata based upon their respective shares, if any, of the Obligations --- ---- with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such -------- excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Red Lion Hotels Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Paying Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of their obligations hereunder, it shall distribute such payment to the Banks Purchasers (other than any Bank Purchaser that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro --- ---- --- rata based upon their respective shares, if any, of the Obligations obligations with respect ---- to which such payment was received. (b) Each of the Banks Purchasers agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon securityNote, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of any of the principal of, or interest on, the LoansObligations, of a sum which with respect to the related sum or sums received by other Banks Purchasers is in a greater proportion than the total of such Obligation then owed and due to such Bank Purchaser bears to the total of such Obligation then owed and due to all of the Banks Purchasers immediately prior to such receipt, then such Bank Purchaser receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Purchasers an interest in the respective Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks Purchasers in such amount; amount provided that if all or any portion of such excess amount is thereafter recovered from such BankPurchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Note Purchase Agreement (Tokheim Corp)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, Term Loans or Fees of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Neodata Services Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Amerus Group Co/Ia)

Payments Pro Rata. (a) Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal ofUnpaid Drawings, any interest thereon, or interest onFees, or any amount due under any of the Loansother Credit Documents, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation Obligations then owed and due to such Bank bears to the total of such Obligation Obligations then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Letter of Credit and Reimbursement Agreement (R&b Falcon Corp)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderObligations, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Grand Union Co /De/)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative A. The Agent agrees that promptly after its receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Borrower in respect of Company or any Obligations hereunderSubsidiary Guarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) B. Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Loans of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Company to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that that, if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Senior Credit Agreement (Young America Holdings Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

Appears in 1 contract

Samples: Credit Agreement (Eldertrust)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the LoansRevolving Loans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Northwest Airlines Corp)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, that if it should receive receives any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Commitment Fee, of a sum and which with respect to the related sum or sums received by other Banks is in a greater proportion (relative to the amount then owed all Banks) than the total of such Obligation then owed and due to such Bank bears to amount received at the total of such Obligation then owed and due to time by all of the Banks immediately prior to such receiptother Banks, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrowers to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Nicholas Applegate Fund Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings or regularly accruing Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Company to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (American Italian Pasta Co)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Competitive Bid Loans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Fremont General Corp)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata PRO RATA share of any such payment) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided , PROVIDED that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Amerus Life Holdings Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Borrower in respect of Company or any Obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Loans of a sum which 104 with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Bank Lender bears to the total of such Obligation Obligations then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Company to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that that, if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Bio Rad Laboratories Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, it shall distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (ba) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Resort at Summerlin Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, it shall distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Fremont General Corp)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Borrower in respect of Company or any Obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Loans of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Bank Lender bears to the total of such Obligation Obligations then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Company to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that 107 that, if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Bio Rad Laboratories Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative A. The Agent agrees that promptly after its receipt of each payment of any interest or premium on or principal of the Bridge Notes from or on behalf of the Borrower in respect of or any Obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) B. Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff set-off or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Bridge Loan of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Company to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that that, if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Galey & Lord Inc)

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, it shall distribute such payment to the Banks Lenders (other than any Bank Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the LoansLoans or fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Appears in 1 contract

Samples: Credit Agreement (Univision Communications Inc)