Common use of Sharing of Collateral and Payments Clause in Contracts

Sharing of Collateral and Payments. Upon or following any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b) hereof, in the event that any Lender shall obtain payment in respect of any such Obligation, or interest thereon, or receive any Collateral or proceeds thereof with respect to any such Obligation, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against the Borrower or any other Loan Party or otherwise, in a greater proportion than any such payment obtained by any other Lender in respect of the aggregate amount of the corresponding Obligation held by such Lender, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's or Lenders' Loan, or shall provide the other Lenders with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate overpayment to share the excess payment or benefits of such Collateral or proceeds ratably with each Lender. For the purposes of this Section, payments on Obligations received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the Obligations owing to such Lender in respect of the Obligations held by such Lender to (B) the Obligations owing to all of the Lenders in respect of all of the Obligations; provided, however, that, with respect to the foregoing, if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that received the proportionate overpayment, such purchase of Obligations or payment of benefits, as the case may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Sharing of Collateral and Payments. Upon or following any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b) hereof, in In the event that at any time any Lender shall obtain payment in respect of any such Obligation, a Note or interest thereon, or a participation in any Letter of Credit, or receive any Collateral or proceeds thereof with collateral in respect to any such Obligationthereof, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against the Borrower or any other Loan Party Company or otherwise, in a greater proportion than any such payment obtained the proportion received by any other Lender in respect of the aggregate amount of the corresponding Obligation Note held by such Lenderit or interest thereon, or its participation in any Letter of Credit, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's or Lenders' Loan, or participation in any Letter of Credit, or shall provide the such other Lenders with the benefits of any such Collateralcollateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate overpayment over-payment to share the excess payment or benefits of such Collateral collateral or proceeds ratably with each Lender. For the purposes of this Section, payments on Obligations received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the Obligations owing to such Lender in respect of the Obligations held by such Lender to (B) the Obligations owing to all of the Lenders in respect each of all which shall have a lien on its ratable portion of the Obligationsamount described hereinafter obtained from the Companies; provided, however, that, with respect to the foregoing, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that which received the proportionate overpaymentover-payment, such purchase of Obligations or payment of benefits, as the case may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Companies agree, to the extent they 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. Upon or following any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection Section 2.16(b) hereof), in the event that any Lender shall obtain payment in respect of any such Obligation, or interest thereon, or receive any Collateral or proceeds thereof with respect to any such Obligation, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against the Borrower or any other Loan Party or otherwise, in a greater proportion than any such payment obtained by any other Lender in respect of the aggregate amount of the corresponding Obligation held by such Lender, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's or Lenders' Loan, or shall provide the other Lenders with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate overpayment to share the excess payment or benefits of such Collateral or proceeds ratably with each Lender. For the purposes of this Section, payments on Obligations received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the Obligations owing to such Lender in respect of the Obligations held by such Lender to (B) the Obligations owing to all of the Lenders in respect of all of the Obligations; provided, however, that, with respect to the foregoing, if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that received the proportionate overpayment, such purchase of Obligations or payment of benefits, as the case may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

Sharing of Collateral and Payments. Upon or following any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b) hereof, in In the event that at any time any Lender shall obtain payment in respect of any such Obligation, a Note or interest thereon, or a participation in any Letter of Credit, or receive any Collateral or proceeds thereof with collateral in respect to any such Obligationthereof, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's ’s lien, set-off or counterclaim against the Borrower or any other Loan Party Company or otherwise, in a greater proportion than any such payment obtained the proportion received by any other Lender in respect of the aggregate amount of the corresponding Obligation Note held by such Lenderit or interest thereon, or its participation in any Letter of Credit, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's ’s or Lenders' Loan’ Loan or participation in any Letter of Credit, or shall provide the such other Lenders with the benefits of any such Collateralcollateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate overpayment over-payment to share the excess payment or benefits of such Collateral collateral or proceeds ratably with each Lender. For the purposes of this Section, payments on Obligations received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the Obligations owing to such Lender in respect of the Obligations held by such Lender to (B) the Obligations owing to all of the Lenders in respect each of all which shall have a lien on its ratable portion of the Obligationsamount described hereafter obtained from the Companies; provided, however, that, with respect to the foregoing, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that which received the proportionate overpaymentover-payment, such purchase of Obligations or payment of benefits, as the case may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Companies agree, to the extent they 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. Upon or following (a) Prior to any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b: (i) hereof, in the event that any Lender shall obtain payment in respect of any such Obligationa Note or a Letter of Credit Disbursement, or interest thereon, or receive any Collateral or proceeds thereof with respect to any such Obligation, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against any Principal Company or otherwise, in a greater proportion than any such payment obtained by any other Lender in respect of the Borrower corresponding Note held by it or the share of any Letter of Credit Disbursement owed to it, then the Lender so receiving such greater proportionate payment shall (A) purchase for cash from such other Lender or Lenders such portion of each such other Lender's or Lenders' Loan corresponding to such Note or (B) reimburse for cash to such other Lender or Lenders such portion of each such Lender's or Lenders' share of the Letter of Credit Disbursement, as shall be necessary to cause such Lender receiving the proportionate overpayment to share the excess payment with each such other Lender holding corresponding Notes or Letter of Credit Disbursements; and (ii) in the event that any Lender shall obtain payment in respect of any Interest Rate Contract to which such Lender is a party, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against any Principal Company or otherwise, such Lender shall be permitted to retain the full amount of such payment and shall not be required to share such payment with any other Lender. (b) Upon or following any acceleration of the Obligations, in the event that any Lender shall obtain payment in respect of a Note or Letter of Credit Disbursement, or interest thereon, or in respect of an Interest Rate Contract to which such Lender is a party, or receive any Collateral or proceeds thereof with respect to any Note, Letter of Credit Disbursement or any other Loan Party Interest Rate Contract to which it is a party, whether voluntarily or involuntarily, and whether from the Agent or the Collateral Trustee or through the exercise of a right or banker's lien, set-off or counterclaim, or otherwise, against any of the Principal Companies, in a greater proportion than any such payment obtained by any other Lender in respect of the aggregate amount of the corresponding Obligation 120 112 Note held by such Lender, the share of any Letter of Credit Disbursement owed to it or Interest Rate Contract to which such Lender is a party, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of or each such other Lender's or Lenders' Loan, or shall reimburse for cash to each Lender or Lenders such portion of each such Lender's or Lenders' share of the Letter of Credit Disbursement, or shall provide the other Lenders with the benefits of any such Collateral, or the proceeds thereof, Collateral as shall be necessary to cause such Lender receiving the proportionate overpayment to share the excess payment or benefits of such Collateral or proceeds ratably with each Lender. For the purposes of this SectionSUBSECTION 12.9(b), payments on Obligations in respect of Notes or Letter of Credit Disbursements received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the sum of: (x) the Obligations owing to such Lender in respect of the Obligations Notes held by such Lender, plus (y) the Obligations owing to such Lender in respect of Interest Rate Contracts to which such Lender is party, if any, plus (z) the Obligations owing to such Lender in respect of its share of any Letter of Credit Disbursement, if any, to (B) the sum of: (x) the Obligations owing to all of the Lenders in respect of all of the ObligationsNotes, plus (y) the Obligations owing to all of the Lenders in respect of all Interest Rate Contracts to which any Lender is a party, plus (z) the Obligations owing to all of the Lenders in respect of all Letters of Credit Disbursements outstanding; providedPROVIDED, howeverHOWEVER, that, with respect to the foregoingSUBSECTIONS 12.9(a)(i) and (b) above, if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that which received the proportionate overpayment, such purchase of Obligations Loans, reimbursement of Letter of Credit Disbursements or payment of benefits, as the case may be, shall be rescinded, and the purchase price price, reimbursements and benefits returned, to the extent of such recovery, but without interest.

Sharing of Collateral and Payments. Upon or following any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b) hereof, in In the event that at any time any Lender shall obtain payment in respect of any such Obligation, a Note or interest thereon, or a participation in any Letter of Credit, or receive any Collateral or proceeds thereof with collateral in respect to any such Obligationthereof, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against the Borrower Company or any other Loan Party the Corporate Guarantors or otherwise, in a greater proportion than any such payment obtained the proportion received by any other Lender in respect of the aggregate amount of the corresponding Obligation Note held by such Lenderit or interest thereon, or its participation in any Letter of Credit, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's or Lenders' LoanLoan or participation in any Letter of Credit, or shall provide the such other Lenders with the benefits of any such Collateralcollateral, or the proceeds thereof, as shall be necessary to cause such the Lender receiving the proportionate overpayment over-payment to share the excess payment or benefits of such Collateral collateral or proceeds ratably with each Lender. For the purposes of this Section, payments on Obligations received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the Obligations owing to such Lender in respect of the Obligations held by such Lender to (B) the Obligations owing to all of the Lenders in respect each of all which shall have a lien on its ratable portion of the Obligationsamount described hereafter obtained from the Company or any Guarantor; provided, however, that, with respect to the foregoing, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that which received the proportionate overpaymentover-payment, such purchase of Obligations or payment of benefits, as the case may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, to the extent 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. Upon or following any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b) hereof, in In the event that at any time any Lender shall obtain payment in respect of any such Obligation, a Note or interest thereon, or receive any Collateral or proceeds thereof with collateral in respect to any such Obligationthereof, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against the Borrower Company or any other Loan Party or otherwiseotherwise (except pursuant to Section 10.05), in a greater proportion than any such payment obtained the proportion received by any other Lender in respect of the aggregate amount of the corresponding Obligation Note held by such Lenderit or interest thereon, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's or Lenders' LoanLoans, or shall provide the such other Lenders with the benefits of any such Collateralcollateral, or the proceeds thereof, as shall be necessary to cause such the Lender receiving the proportionate overpayment over-payment to share the excess payment or benefits of such Collateral collateral or proceeds ratably with each Lender. For the purposes of this Section, payments on Obligations received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the Obligations owing to such Lender in respect of the Obligations held by such Lender to (B) the Obligations owing to all of the Lenders in respect each of all which shall have a lien on its ratable portion of the Obligationsamount described hereafter obtained from the Company; provided, however, that, with respect to the foregoing, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that which received the proportionate overpaymentover-payment, such purchase of Obligations or payment of benefits, as the case may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, to the extent it may do so under applicable law, that each Lender so purchasing a portion of another Lender's Loans 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. Upon or following any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b) hereof, in In the event that at any time any Lender shall obtain payment in respect of any such Obligation, Loan or interest thereon, or a participation in any Letter of Credit, or receive any Collateral or proceeds thereof with collateral in respect to any such Obligationthereof, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against the Borrower or any other Loan Party Company or otherwise, in a greater proportion than any such payment obtained the proportion received by any other Lender in respect of the aggregate amount corresponding Loans made by it or interest thereon, or its participation in any Letter of the corresponding Obligation held by such LenderCredit, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's or Lenders' LoanLoan or participation in any Letter of Credit, or shall provide the such other Lenders with the benefits of any such Collateralcollateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate overpayment over-payment to share the excess payment or benefits of such Collateral collateral or proceeds ratably with each Lender. For the purposes of this Section, payments on Obligations received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the Obligations owing to such Lender in respect of the Obligations held by such Lender to (B) the Obligations owing to all of the Lenders in respect each of all which shall have a lien on its ratable portion of the Obligationsamount described hereinafter obtained from the Company; provided, however, that, with respect to the foregoing, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that which received the proportionate overpaymentover-payment, such purchase of Obligations or payment of benefits, as the case may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, to the extent 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. Upon or following any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b) hereof, in In the event that at any time any Lender shall obtain payment in respect of any such Obligation, a Note or interest thereon, or a participation in any Letter of Credit, or receive any Collateral or proceeds thereof with collateral in respect to any such Obligationthereof, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against the Borrower or any other Loan Party Company or otherwise, in a greater proportion than any such payment obtained the proportion received by any other Lender in respect of the aggregate amount of the corresponding Obligation Note held by such Lenderit or interest thereon, or its participation in any Letter of Credit, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of each such other Lender's or Lenders' LoanLoan or participation in any Letter of Credit, or shall provide the such other Lenders with the benefits of any such Collateralcollateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate overpayment over-payment to share the excess payment or benefits of such Collateral collateral or proceeds ratably with each Lender. For the purposes of this Section, payments on Obligations received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion of: (A) the Obligations owing to such Lender in respect of the Obligations held by such Lender to (B) the Obligations owing to all of the Lenders in respect each of all which shall have a lien on its ratable portion of the Obligationsamount described hereinafter obtained from the Company; provided, however, that, with respect to the foregoing, that if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that which received the proportionate overpaymentover-payment, such purchase of Obligations or payment of benefits, as the case may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Company agrees, to the extent 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. Upon or following (a) Prior to any acceleration by the Agent and the Lenders of the Obligations, and following the purchase by each Lender of its proportional share of the Obligations pursuant to subsection 2.16(b: (i) hereof, in the event that any Lender shall obtain payment in respect of any such Obligationa Note or a Letter of Credit Disbursement, or interest thereon, or receive any Collateral or proceeds thereof with respect to any such Obligation, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against any Principal Company or otherwise, in a greater proportion than any such payment obtained by any other Lender in respect of the Borrower corresponding Note held by it or the share of any Letter of Credit Disbursement owed to it, then the Lender so receiving such greater proportionate payment shall (A) purchase for cash from such other Lender or Lenders such portion of each such other Lender's or Lenders' Loan corresponding to such Note or (B) reimburse for cash to such other Lender or Lenders such portion of each such Lender's or Lenders' share of the Letter of Credit Disbursement, as shall be necessary to cause such Lender receiving the proportionate overpayment to share the excess payment with each such other Lender holding corresponding Notes or Letter of Credit Disbursements; and (ii) in the event that any Lender shall obtain payment in respect of any Interest Rate Contract to which such Lender is a party, whether voluntarily or involuntarily, and whether through the exercise of a right of banker's lien, set-off or counterclaim against any Principal Company or otherwise, such Lender shall be permitted to retain the full amount of such payment and shall not be required to share such payment with any other Lender. (b) Upon or following any acceleration of the Obligations, in the event that any Lender shall obtain payment in respect of a Note or Letter of Credit Disbursement, or interest thereon, or in respect of an Interest Rate Contract to which such Lender is a party, or receive any Collateral or proceeds thereof with respect to any Note, Letter of Credit Disbursement or any other Loan Party Interest Rate Contract to which it is a party, whether voluntarily or involuntarily, and whether from the Agent or the Collateral Trustee or through the exercise of a right or banker's lien, set-off or counterclaim, or otherwise, against any of the Principal Companies, in a greater proportion than any such payment obtained by any other Lender in respect of the aggregate amount of the corresponding Obligation Note held by such Lender, the share of any Letter of Credit Disbursement owed to it or Interest Rate Contract to which such Lender is a party, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral, shall purchase for cash from the other Lender or Lenders such portion of or each such other Lender's or Lenders' Loan, or shall reimburse for cash to each Lender or Lenders such portion of each such Lender's or Lenders' share of the Letter of Credit Disbursement, or shall provide the other Lenders with the benefits of any such Collateral, or the proceeds thereof, Collateral as shall be necessary to cause such Lender receiving the proportionate overpayment to share the excess payment or benefits of such Collateral or proceeds ratably with each Lender. For the purposes of this SectionSubsection 12.9(b), payments on Obligations in respect of Notes or Letter of Credit Disbursements or in respect of an Interest Rate Contract received by each Lender and receipt of Collateral by each Lender shall be in the same proportion as the proportion 105 -97- of: (A) the sum of: (x) the Obligations owing to such Lender in respect of the Obligations Notes held by such Lender, plus (y) the Obligations owing to such Lender in respect of Interest Rate Contracts to which such Lender is party, if any, plus (z) the Obligations owing to such Lender in respect of its share of any Letter of Credit Disbursement, if any, to (B) the sum of: (x) the Obligations owing to all of the Lenders in respect of all of the ObligationsNotes, plus (y) the Obligations owing to all of the Lenders in respect of all Interest Rate Contracts to which any Lender is a party, plus (z) the Obligations owing to all of the Lenders in respect of all Letters of Credit Disbursements outstanding; provided, however, that, with respect to the foregoingSubsections 12.9(a)(i) and (b) above, if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that which received the proportionate overpayment, such purchase of Obligations Loans, reimbursement of Letter of Credit Disbursements or payment of benefits, as the case may be, shall be rescinded, and the purchase price price, reimbursements and benefits returned, to the extent of such recovery, but without interest.