Common use of Sharing of Collateral and Payments Clause in Contracts

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereon, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s lien, set-off or counterclaim against the Company or otherwise, in a greater proportion than the proportion received by any other Lender in respect of the corresponding Note held by it or interest thereon, then the Lender so receiving such greater proportionate payment shall purchase for cash from the other Lender or Lenders such portion of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Company; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agree, to the extent they may do so under applicable law, that each Lender so purchasing a portion of another Lender’s Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereonthe Obligations, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s lien, set-off or counterclaim against the Company or otherwise, which results in a greater proportion it receiving more than the proportion received by any other Lender in respect its pro rata share of the corresponding Note held by it aggregate payments with respect to all of the Obligations (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis, including pursuant to an assignment or interest thereonparticipation of a Lender’s interest), then the such Lender so receiving such greater proportionate payment shall purchase for cash be deemed to have simultaneously purchased from the other Lender or Lenders such portion a share in their Obligations so that the amount of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with Obligations held by each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Companybe pro rata; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeagrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s Loan or participation in any Letter of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereonthe Obligations, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s 's lien, set-off or counterclaim against the Company or otherwise, which results in a greater proportion it receiving more than the proportion received by any other Lender in respect its pro rata share of the corresponding Note held by it or interest thereonaggregate payments with respect to all of the Obligations (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis), then the such Lender so receiving such greater proportionate payment shall purchase for cash be deemed to have simultaneously purchased from the other Lender or Lenders such portion a share in their Obligations so that the amount of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with Obligations held by each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Companybe pro rata; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeagrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s 's Loan or participation in any Letter of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereonthe Obligations, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s lien, set-off or counterclaim against the Company or otherwise, which results in a greater proportion it receiving more than the proportion received by any other Lender in respect its pro rata share of the corresponding Note held by it or interest thereonaggregate payments with respect to all of the Obligations (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis), then the such Lender so receiving such greater proportionate payment shall purchase for cash be deemed to have simultaneously purchased from the other Lender or Lenders such portion a share in their Obligations so that the amount of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with Obligations held by each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Companybe pro rata; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeagrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s Loan or participation in any Letter of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereonthe Obligations, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s lien, set-off or counterclaim against the Company any Co-Borrower or otherwise, which results in a greater proportion it receiving more than the proportion received by any other Lender in respect its pro rata share of the corresponding Note held by it or interest thereonaggregate payments with respect to all of the Obligations (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis), then the such Lender so receiving such greater proportionate payment shall purchase for cash be deemed to have simultaneously purchased from the other Lender or Lenders such portion a share in their Obligations so that the amount of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with Obligations held by each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Companybe pro rata; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeEach Co-Borrower agrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s Loan or participation in any Letter of Credit or Banker’s Acceptance may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereonthe Obligations, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s 's lien, set-off or counterclaim against the Company or otherwise, which results in a greater proportion it receiving more than the proportion received by any other Lender in respect its pro rata share of the corresponding Note held by it or interest thereonaggregate payments with respect to all of the Obligations (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis), then the such Lender so receiving such greater proportionate payment shall purchase for cash be deemed to have simultaneously purchased from the other Lender or Lenders such portion a share in their Obligations so that the amount of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with Obligations held by each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Companybe pro rata; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeagrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s 's Revolving Credit Loan or participation in any Letter of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereon, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s 's lien, set-off or counterclaim against the Company or otherwise, in a greater proportion than the proportion received by any other Lender in respect of the corresponding Note held by it or interest thereon, then the Lender so receiving such greater proportionate payment shall purchase for cash from the other Lender or Lenders such portion of each such other Lender’s 's or Lenders’ ' Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Company; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agree, to the extent they may do so under applicable law, that each Lender so purchasing a portion of another Lender’s 's Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereonthe Obligations, including any payment received by Fleet National Bank in connection with the enforcement of the Dutch Pledge Agreement, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s 's lien, set-off or counterclaim against the Company or otherwise, which results in a greater proportion it receiving more than the proportion received by any other Lender in respect its pro rata share of the corresponding Note held by it or interest thereonaggregate payments with respect to all of the Obligations (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis), then the such Lender so receiving such greater proportionate payment shall purchase for cash be deemed to have simultaneously purchased from the other Lender or Lenders such portion a share in their Obligations so that the amount of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with Obligations held by each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Companybe pro rata; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeagrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s 's Loan or participation in any Letter of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereonthe Obligations, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s 's lien, set-off or counterclaim against the Company or otherwise, which results in a greater proportion it receiving more than the proportion received by any other Lender in respect its pro rata share of the corresponding Note held by it or interest thereonaggregate payments with respect to all of the Obligations (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis), then the such Lender so receiving such greater proportionate payment shall purchase for cash be deemed to have simultaneously purchased from the other Lender or Lenders such portion a share in their Obligations so that the amount of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with Obligations held by each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter obtained from the Companybe pro rata; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeagrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s 's Term Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of a Note or interest thereon, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s 's lien, set-off or counterclaim against the Company or otherwise, in a greater proportion than the proportion received by any other Lender in respect of the corresponding Note held by it or interest thereon, then the Lender so receiving such greater proportionate payment shall purchase for cash from the other Lender or Lenders such portion of each such other Lender’s 's or Lenders’ ' Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such the Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders each of which shall have a lien on its ratable portion of the amount described hereinafter hereafter obtained from the Company; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeagrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s 's Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender Bank shall obtain payment in respect of a Note or interest thereon, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s 's lien, set-off or counterclaim against the Company Borrower or otherwise, in a greater proportion than the proportion received any such payment obtained by any other Lender Bank in respect of the corresponding Note held by it or interest thereon, then the Lender Bank so receiving such greater proportionate payment shall purchase for cash from the other Lender Bank or Lenders Banks such portion of each such other Lender’s Bank's or Lenders’ Banks' Loan, or shall provide such other Lenders Banks with the benefits of any such collateral, collateral or the proceeds thereof, as shall be necessary to cause such Lender Bank receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders Banks, each of which shall have a lien Lien on its ratable portion of the amount described hereinafter obtained from the CompanyBorrower; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender Bank which received the proportionate over-payment, such purchase shall be rescinded, rescinded and the purchase price and benefits returned, returned to the extent of such recovery, but without interest. The Company agree, to the extent they may do so under applicable law, that each Lender so purchasing a portion of another Lender’s Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Sharing of Collateral and Payments. In the event that at any time any Lender shall obtain payment in respect of the Obligations, including any payment received by Fleet National Bank in connection with the enforcement of a Note or interest thereonPledge Agreement, or receive any collateral in respect thereof, whether voluntarily or involuntarily, through the exercise of a right of banker’s 's lien, set-off or counterclaim against the Company or otherwiseotherwise (except pursuant to Section 3.09 or Section 10.05 hereof), which results in a greater proportion it receiving more than the proportion received by any other Lender in respect its pro rata share (based on such Lender's Commitment Proportion) of the corresponding Note held by it or interest thereonaggregate payments with respect to all of the Obligations (other than any payment expressly provided hereunder to be distributed on other than a pro rata basis), then the such Lender so receiving such greater proportionate payment shall purchase for cash be deemed to have simultaneously purchased from the other Lender or Lenders such portion a share in their Obligations so that the amount of each such other Lender’s or Lenders’ Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate over-payment to share the excess payment or benefits of such collateral or proceeds ratably with Obligations held by each of the Lenders each of which shall have a lien be pro rata (based on its ratable portion of the amount described hereinafter obtained from the Companysuch Lender's Commitment Proportion); provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender which received the proportionate over-payment, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agreeagrees, to the extent they it may do so under applicable law, that each Lender so purchasing a portion of another Lender’s 's Loan or participation in any Letter of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.