Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (ai) Senior Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Senior Credit Obligations due and payable to such Lender at such time to (iiy) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Senior Credit Obligations owing (but not due and payable) to such Lender at such time to (iiy) the aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C Obligations and Swing Line~~ Term Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Senior Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 7 contracts

Samples: Credit Agreement (Royalty Pharma PLC), Credit Agreement (Royalty Pharma PLC), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)

Sharing of Payments by Lenders. (i) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans ~~and subparticipations in L/C Obligations and Swing Line Loans~~ of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, ; provided that:

Appears in 6 contracts

Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)

Sharing of Payments by Lenders. (a) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment ~~in respect of~~ (a) on account of any Obligations due and payable ~~to such Lender~~ hereunder and under the other Loan Documents at such time resulting in such Lender receiving payment in excess of its ratable share (calculated according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) of or on account of any of Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (calculated according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of ~~the~~ Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of ~~the~~ Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time~~ time, then ~~the~~ in each case, such Lender ~~receiving such greater proportion~~ shall (ax) notify the ~~Administrative~~ Agent of such fact, and (by) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C~~ Obligations ~~and Swing Line Loans~~ of the other ~~Lenders~~Lenders due and payable or owing, as the case may be, or make such other adjustments as shall be equitable, so that the benefit of ~~all~~ such excess payments shall be shared by ~~the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the~~ all such Lenders~~, as the case may be,~~ ; provided that:

Appears in 6 contracts

Samples: Restatement Agreement (CNO Financial Group, Inc.), Credit Agreement (NMI Holdings, Inc.), Restatement Agreement (CNO Financial Group, Inc.)

Appears in 6 contracts

Samples: Day Bridge Term Loan Agreement (Sitio Royalties Corp.), Term Loan Credit Agreement (Hyster-Yale Materials Handling, Inc.), Term Loan Credit Agreement (Toro Co)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (ai) Senior Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Senior Credit Obligations due and payable to such Lender at such time to (iiy) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Senior Credit Obligations owing (but not due and payable) to such Lender at such time to (iiy) the aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Senior Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 6 contracts

Samples: Credit Agreement (Life Technologies Corp), Credit Agreement (Apria Healthcare Group Inc), Credit Agreement (United Components Inc)

Appears in 6 contracts

Samples: Credit Agreement (Ducommun Inc /De/), Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc)

Appears in 6 contracts

Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)

Appears in 6 contracts

Samples: Credit Agreement (Newpark Resources Inc), Assignment and Assumption (Basic Energy Services Inc), Credit Agreement (Newpark Resources Inc)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (ai) ABL Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such ABL Credit Obligations due and payable to such Lender at such time to (iiy) the aggregate amount of the ABL Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the ABL Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) ABL Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such ABL Credit Obligations owing (but not due and payable) to such Lender at such time to (iiy) the aggregate amount of the ABL Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the ABL Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of ABL Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 5 contracts

Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)

Sharing of Payments by Lenders. If Subject to Section 10.09, if any Lender shall, by exercising any right of ~~setoff or counterclaim~~ setoff, counterclaim, receipt of proceeds of Collateral or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, ; provided that:

Appears in 5 contracts

Samples: Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)

Sharing of Payments by Lenders. (a) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such ~~fact,~~ fact and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and ~~Swing Line~~ Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 5 contracts

Samples: Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) the Loan Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) the Loan Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in ~~L/C~~ Letter of Credit Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Loan Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 5 contracts

Samples: Assignment and Assumption (Landec Corp \Ca\), Credit Agreement (Roadrunner Transportation Systems, Inc.), Credit Agreement (Synalloy Corp)

Appears in 4 contracts

Samples: Term B Loan Credit Agreement (Remy International, Inc.), Loan Credit Agreement (Fidelity National Financial, Inc.), Loan Credit Agreement (Remy International, Inc.)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (ai) Loan Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Loan Obligations due and payable to such Lender at such time to (iiy) the aggregate amount of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) Loan Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Loan Obligations owing (but not due and payable) to such Lender at such time to (iiy) the aggregate amount of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such ~~fact,~~ fact and (bB) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C Obligations and Swing Line~~ Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Loan Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 4 contracts

Samples: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc)

Appears in 4 contracts

Samples: Credit Agreement (American Assets Trust, L.P.), Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)

Appears in 4 contracts

Samples: Credit Agreement (Dell Technologies Inc.), Credit Agreement (Broadcom Inc.), Credit Agreement (Broadcom Inc.)

Sharing of Payments by Lenders. If Subject to Section 2.20, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Loan Document Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Document Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Loan Document Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Document Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Loan Document Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Document Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Loan Document Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of payment on account of the Loan Document Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Loan Document Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or ~~otherwise~~otherwise (other than in connection with a Supplemental Facility), obtain payment in respect of (a) the Loan Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) the Loan Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in ~~L/C~~ Letter of Credit Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Loan Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 4 contracts

Samples: Credit Agreement (Matrix Service Co), Credit Agreement (Intrepid Potash, Inc.), Credit Agreement (Intrepid Potash, Inc.)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable by any Loan Party or NEE Partners (if the NEE Partners Guaranty is in effect) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable by such Loan Party or NEE Partners (if applicable) to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable by such Loan Party or NEE Partners (if applicable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable by such Loan Party or NEE Partners (if applicable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and ~~payable~~payable by any Loan Party or NEE Partners (if applicable)) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and ~~payable~~payable by such Loan Party or NEE Partners (if applicable)) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties and NEE Partners (if applicable) at such time) of payment on account of the Obligations owing (but not due and payable) by such Loan Party or NEE Partners (if applicable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the ~~Administrative~~ Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations ~~and Swing Line Loans~~ of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable by such Loan Party or NEE Partners (if applicable) to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 4 contracts

Samples: Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement, Revolving Credit Agreement (NextEra Energy Partners, LP)

Appears in 4 contracts

Samples: Credit Agreement (Solarcity Corp), Credit Agreement (Checkpoint Systems Inc), Credit Agreement (Solarcity Corp)

Appears in 4 contracts

Samples: Credit Agreement (Jamba, Inc.), Credit Agreement (ONE Group Hospitality, Inc.), Credit Agreement (Good Times Restaurants Inc)

Sharing of Payments by Lenders. (a) If any Lender shall, by exercising any right of ~~setoff~~ set-off or counterclaim or otherwise, obtain payment ~~in respect~~ (i) on account of ~~(a)~~ any Obligations due and payable ~~to such Lender~~ hereunder and under the other Loan Documents at such time resulting in such Lender receiving payment in excess of its ratable share (calculated according to the proportion of (iA) the amount of such Obligations due and payable to such Lender at such time to (iiB) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) of or on account of any of Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (calculated according to the proportion of (iA) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (iiB) the aggregate amount of ~~the~~ Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of ~~the~~ Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then the~~ time, then, in each case, such Lender ~~receiving such greater proportion~~ shall (ax) notify the Administrative Agent of such fact, and (by) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C~~ Obligations ~~and Swing Line Loans~~ of the other ~~Lenders~~Lenders due and payable or owing, as the case may be, or make such other adjustments as shall be equitable, so that the benefit of ~~all~~ such excess payments shall be shared by ~~the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the~~ all such Lenders~~, as the case may be,~~ ; provided that:

Appears in 4 contracts

Samples: Credit Agreement (KKR & Co. Inc.), Credit Agreement (KKR & Co. Inc.), Credit Agreement (KKR & Co. Inc.)

Appears in 3 contracts

Samples: Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, LLC)

Appears in 3 contracts

Samples: Credit Agreement (Andeavor Logistics Lp), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)

Appears in 3 contracts

Samples: Credit Agreement (Del Taco Restaurants, Inc.), Credit Agreement (Sanmina Corp), Credit Agreement (Del Taco Restaurants, Inc.)

Appears in 3 contracts

Samples: Credit Agreement (Carriage Services Inc), Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)

Sharing of Payments by Lenders. (a) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such ~~fact,~~ fact and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations ~~and Swing Line Loans~~ of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 3 contracts

Samples: Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.)

Appears in 3 contracts

Samples: Credit Agreement (Clarcor Inc.), Credit Agreement (Clarcor Inc.), Credit Agreement (Clarcor Inc.)

Appears in 3 contracts

Samples: Loan and Security Agreement (Great Lakes Dredge & Dock CORP), Loan and Security Agreement (Great Lakes Dredge & Dock CORP), Credit Agreement (Spansion Inc.)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (ai) Senior Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Senior Credit Obligations due and payable to such Lender at such time to (iiy) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Senior Credit Obligations owing (but not due and payable) to such Lender at such time to (iiy) the aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in L/C ~~Obligations and~~ Obligations, Swing Line Loans and Protective Advances of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Senior Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 3 contracts

Samples: Credit Agreement (Polymer Group Inc), Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)

Sharing of Payments by Lenders. If Subject to Section 10.08 with respect to a Defaulting Lender, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 3 contracts

Samples: Credit Agreement (Helix Energy Solutions Group Inc), Assignment and Assumption (Helix Energy Solutions Group Inc), Assignment and Assumption (Helix Energy Solutions Group Inc)

Appears in 3 contracts

Samples: Credit Agreement (Pacific Ethanol, Inc.), Assignment and Assumption (Aventine Renewable Energy Holdings Inc), Credit Agreement (Aventine Renewable Energy Holdings Inc)

Appears in 3 contracts

Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Atlantica Sustainable Infrastructure PLC), Credit and Guaranty Agreement (Atlantica Sustainable Infrastructure PLC), Credit and Guaranty Agreement (Atlantica Yield PLC)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment ~~in respect of~~ (a) on account of any Obligations due and payable ~~to such Lender~~ hereunder and under the other Loan Documents at such time resulting in such Lender receiving payment in excess of its ratable share (calculated according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) of or on account of any of Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (calculated according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of ~~the~~ Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of ~~the~~ Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time~~ time, then ~~the~~ in each case, such Lender ~~receiving such greater proportion~~ shall (ax) notify the ~~Administrative~~ Agent of such fact, and (by) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C~~ Obligations ~~and Swing Line Loans~~ of the other ~~Lenders~~Lenders due and payable or owing, as the case may be, or make such other adjustments as shall be equitable, so that the benefit of ~~all~~ such excess payments shall be shared by ~~the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the~~ all such Lenders~~, as the case may be~~, provided that:

Appears in 3 contracts

Samples: Credit Agreement (CNO Financial Group, Inc.), Credit Agreement (Conseco Inc), Credit Agreement (Conseco Inc)

Appears in 3 contracts

Samples: Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Credit Agreement (Appleton Papers Inc/Wi)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Loan Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time to (ii) the aggregate amount of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Loan Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time to (ii) the aggregate amount of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Loan Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 3 contracts

Samples: Credit Agreement (American Renal Associates Holdings, Inc.), Credit Agreement (American Renal Associates Holdings, Inc.), Credit Agreement (American Renal Associates Holdings, Inc.)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Loan Document Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Document Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Loan Document Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Document Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Loan Document Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Document Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Loan Document Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Loan Document Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Loan Document Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 3 contracts

Samples: Credit Agreement (Nu Skin Enterprises, Inc.), Credit Agreement (Nu Skin Enterprises Inc), Credit Agreement (Nu Skin Enterprises Inc)

Appears in 3 contracts

Samples: Loan Agreement (HC Government Realty Trust, Inc.), Loan Agreement (HC Government Realty Trust, Inc.), Loan Agreement (HG Holdings, Inc.)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of ~~setoff or counterclaim~~ setoff, counterclaim, receipt of proceeds of Collateral or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, ; provided that:

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)

Appears in 3 contracts

Samples: Credit Agreement (Evi Industries, Inc.), Credit Agreement (EnviroStar, Inc.), Credit Agreement (El Pollo Loco Holdings, Inc.)

Appears in 3 contracts

Samples: Credit Agreement (Susser Holdings CORP), Credit Agreement (Susser Petroleum Partners LP), Credit Agreement (Susser Petroleum Partners LP)

Sharing of Payments by Lenders. If Except as otherwise provided herein, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (aA) notify ~~the~~ Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 3 contracts

Samples: Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)

Sharing of Payments by Lenders. (a) If any Lender shall, by exercising any right of ~~setoff~~ set-off or counterclaim or otherwise, obtain payment ~~in respect~~ (i) on account of ~~(a)~~ any Obligations due and payable ~~to such Lender~~ hereunder and under the other Loan Documents at such time resulting in such Lender receiving payment in excess of its ratable share (calculated according to the proportion of (iA) the amount of such Obligations due and payable to such Lender at such time to (iiB) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) of or on account of any of Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (calculated according to the proportion of (iA) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (iiB) the aggregate amount of ~~the~~ Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of ~~the~~ Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time~~ time, then ~~the~~ in each case, such Lender ~~receiving such greater proportion~~ shall (ax) notify the Administrative Agent of such fact, and (by) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C~~ Obligations ~~and Swing Line Loans~~ of the other ~~Lenders~~Lenders due and payable or owing, as the case may be, or make such other adjustments as shall be equitable, so that the benefit of ~~all~~ such excess payments shall be shared by ~~the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the~~ all such Lenders~~, as the case may be,~~ ; provided that:

Appears in 3 contracts

Samples: Credit Agreement (Blue Capital Reinsurance Holdings Ltd.), Credit Agreement (Montpelier Re Holdings LTD), Credit Agreement (Montpelier Re Holdings LTD)

Appears in 3 contracts

Samples: Bridge Facility Agreement (Bellring Brands, Inc.), Bridge Facility Agreement (Post Holdings, Inc.), Bridge Facility Agreement (Post Holdings, Inc.)

Appears in 3 contracts

Samples: Option Agreement and Permanent Easement Agreement (Antero Midstream Partners LP), Credit Agreement (Antero Resources Midstream LLC), Option Agreement And

Appears in 3 contracts

Samples: Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Possession Credit Agreement

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Loan Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other ~~Loan~~ Credit Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Obligations due and payable to such Lender at such time to (ii) the aggregate amount of ~~the~~ such Loan Obligations due and payable to all Lenders hereunder and under the other ~~Loan~~ Credit Documents at such time) of payments on account of the Loan Obligations in respect of such Facility due and payable to all Lenders hereunder and under the other ~~Loan~~ Credit Documents at such time obtained by all the Lenders at such time or (b) Loan Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other ~~Loan~~ Credit Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Loan Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of ~~the~~ such Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other ~~Loan Parties~~ Credit Documents at such time) of ~~payment~~ payments on account of the Loan Obligations in respect of such Facility owing (but not due and payable) to all Lenders hereunder and under the other ~~Loan~~ Credit Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (ax) notify the Administrative Agent of such fact, and (by) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and ~~Swing Line~~ Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of such Loan Obligations in respect of any of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 2 contracts

Samples: Credit Agreement (HSN, Inc.), Credit Agreement (HSN, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Forest Road Acquisition Corp.), Credit Agreement (Irobot Corp)

Appears in 2 contracts

Samples: Credit Agreement (Patriot Coal CORP), Credit Agreement (Patriot Coal CORP)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) any Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C Obligations and Swing Line~~ Term Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 2 contracts

Samples: Term Loan Agreement (Armstrong Flooring, Inc.), Term Loan Agreement (Armstrong Flooring, Inc.)

Sharing of Payments by Lenders. If If, other than as expressly provided elsewhere herein (including the application of funds arising from the existence of a Defaulting Lender), any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; provided that prior to the CAM Exchange Date, each Lender shall only purchase participations in Loans, L/C Obligations and Swing Line Loans under the Facility with respect to which they hold a Commitment; and provided further that:

Appears in 2 contracts

Samples: Credit Agreement (Nortek Inc), Credit Agreement (Nortek Inc)

Appears in 2 contracts

Samples: Credit Agreement (Cumulus Media Inc), Confidential Treatment Requested (ORBCOMM Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)

Appears in 2 contracts

Samples: Credit Agreement (American General Finance Inc), Credit Agreement (American General Finance Corp)

Appears in 2 contracts

Samples: Credit Agreement (Sanmina Corp), Credit Agreement (Sanmina Corp)

Sharing of Payments by Lenders. If If, other than as expressly provided elsewhere herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans ~~and subparticipations in L/C Obligations and Swing Line Loans~~ of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, ; provided that:

Appears in 2 contracts

Samples: Credit Agreement (Nortek Inc), Credit Agreement (Nortek Inc)

Appears in 2 contracts

Samples: Credit Agreement (Core Laboratories N V), Assignment and Assumption (Core Laboratories N V)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such ~~time~~ time, to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such ~~time~~ time, or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such ~~time~~ time, to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and ~~Swing Line~~ Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; provided, that: (1) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (2) the provisions of this Section 2.13 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided ~~that:~~for in Section 2.14, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section 2.13 shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Commercial Vehicle Group, Inc.), Credit Agreement (Mission Produce, Inc.)

Appears in 2 contracts

Samples: Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Harmony Biosciences Holdings, Inc.), Credit Agreement (Alnylam Pharmaceuticals, Inc.)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (ai) Second Lien Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Second Lien Credit Obligations due and payable to such Lender at such time to (iiy) the aggregate amount of the Second Lien Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Second Lien Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) Second Lien Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Second Lien Credit Obligations owing (but not due and payable) to such Lender at such time to (iiy) the aggregate amount of the Second Lien Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Second Lien Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C Obligations and Swing Line~~ Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Second Lien Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Royal Resources Partners LP), Second Lien Credit Agreement (Royal Resources Partners LP)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations under any Series due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations under such Series due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations under such Series due and payable to all Lenders in respect of such Series hereunder and under the other Loan Documents at such time) of payments on account of the Obligations under such Series due and payable to all Lenders in respect of such Series hereunder and under the other Loan Documents at such time obtained by all the Lenders in respect of such Series at such time or (b) Obligations under any Series owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations under such Series owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations under such Series owing (but not due and payable) to all Lenders in respect of such Series hereunder and under the other Loan ~~Parties~~ Documents at such time) of payment on account of the Obligations under such Series owing (but not due and payable) to all Lenders in respect of such Series hereunder and under the other Loan Documents at such time obtained by all of the Lenders in respect of such Series at such time then the Lender in respect of such Series receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans ~~and subparticipations in L/C Obligations and Swing Line Loans~~ of ~~the other Lenders~~such Series, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders in respect of such Series ratably in accordance with the aggregate amount of Obligations under such Series then due and payable to the Lenders in respect of such Series or owing (but not due and payable) to the ~~Lenders~~Lenders in respect of such Series, as the case may be, provided that:

Appears in 2 contracts

Samples: Security Agreement (Springleaf Finance Corp), Security Agreement (Springleaf Finance Inc)

Appears in 2 contracts

Samples: Credit Agreement (Foresight Energy LP), Credit Agreement (Foresight Energy Partners LP)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Secured Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i1) the amount of such Secured Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time to (ii) the aggregate amount of the Secured Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Secured Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Secured Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Secured Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time to (ii) the aggregate amount of the Secured Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Secured Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans ~~and subparticipations in L/C Obligations and Swing Line Loans~~ of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Secured Obligations then due and payable to the Lenders or owing (but not due and payable) to the ~~Lenders~~Lenders hereunder or under the other Loan Documents, as the case may be, provided that:

Appears in 2 contracts

Samples: Credit Agreement (Seventy Seven Energy Inc.), Credit Agreement (Chesapeake Oilfield Operating LLC)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of ~~(a)~~ Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of ~~(i)~~ the amount of such Obligations due and payable to such Lender at such time to ~~(ii)~~ the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or ~~(b)~~ Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of ~~(i)~~ the amount of such Obligations owing (but not due and payable) to such Lender at such time to ~~(ii)~~ the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans ~~and subparticipations in L/C Obligations and Swing Line Loans~~ of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 2 contracts

Samples: Credit Agreement (Basic Energy Services Inc), Term Loan Credit Agreement (Basic Energy Services Inc)

Sharing of Payments by Lenders. If (Subject to Section 8.03) if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such ~~time~~time (subject to any adjustments the Administrative Agent may require pursuant to Section 2.15)) of payments on account of the Obligations due and payable to ~~all~~ the other Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such ~~time~~time (subject to any adjustments the Administrative Agent may require pursuant to Section 2.15)) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time~~ time, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations ~~and Swing Line Loans~~ of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may bebe (subject to any adjustments the Administrative Agent may require pursuant to Section 2.15), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Solarcity Corp)

Appears in 2 contracts

Samples: Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.), Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.)

Sharing of Payments by Lenders. If Other than in connection with any payments pursuant to Section 2.05(d) and 2.16(a) hereof, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any Facility due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time~~ time, then the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C Obligations and Swing Line~~ Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facility then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 2 contracts

Samples: Credit Agreement (Exopack Holding Corp), Assignment and Assumption (Exopack Holding Corp)

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Southeast Airport Group), Credit and Guaranty Agreement (Southeast Airport Group)

Appears in 2 contracts

Samples: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Desert Peak Minerals Inc.)

Appears in 2 contracts

Samples: Security Agreement (American Renal Associates LLC), Credit Agreement (American Renal Associates LLC)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations (other than in respect of Secured Hedge Agreements and Secured Cash Management Agreements) due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a1) notify the Administrative Agent of such fact, and (b2) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 2 contracts

Samples: Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)

Appears in 2 contracts

Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (ai) Senior Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Senior Credit Obligations due and payable to such Lender at such time to (iiy) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (bii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Senior Credit Obligations owing (but not due and payable) to such Lender at such time to (iiy) the aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the ~~Loans and subparticipations in L/C Obligations and Swing Line~~ Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Senior Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 2 contracts

Samples: Credit Agreement (Royal Resources Partners LP), Credit Agreement (Royal Resources Partners LP)

Appears in 2 contracts

Samples: Credit Agreement (Kbr, Inc.), Credit Agreement (Kbr, Inc.)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such ~~time~~ time, to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such ~~time~~ time, or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such ~~time~~ time, to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time then~~ time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (aA) notify the Administrative Agent of such fact, and (bB) purchase (for cash at face value) participations in the Loans and ~~subparticipations~~ sub-participations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; provided that (1) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (2) the provisions of this Section 2.13 shall not be construed to apply to (x) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of Cash Collateral provided ~~that:~~for in Section 2.03 or Section 2.18, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to any Borrower or any Affiliate thereof (as to which the provisions of this Section 2.13 shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of any of the (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Committed Loans and the participations in L/C Obligations and Swing Line Loans due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Committed Loans and the LC Obligations and Swing Line Loans due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Committed Loans and the participations in L/C Obligations and Swing Line Loans owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Committed Loans and the L/C Obligations and Swing Line Loans owing (but not due and payable) to all Lenders hereunder and under the other Loan ~~Parties~~ Documents at such time) of ~~payment~~ payments on account of the Obligations in respect of the Committed Loans and the L/C Obligations and Swing Line Loans owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such ~~time~~ time, then, in each case under clauses (a) and (b) above, then the Lender receiving such greater proportion shall (a1) notify the Administrative Agent of such fact, and (b2) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

Appears in 2 contracts

Samples: Credit Agreement (Unifirst Corp), Credit Agreement (Unifirst Corp)

Appears in 2 contracts

Samples: Credit Agreement (Reliance Steel & Aluminum Co), Credit Agreement (Reliance Steel & Aluminum Co)

Appears in 2 contracts

Samples: Credit Agreement (Fresh Del Monte Produce Inc), Credit Agreement (Wiley John & Sons, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (RigNet, Inc.), Credit Agreement (RigNet, Inc.)

Appears in 1 contract

Samples: Credit Agreement (Encore Wire Corp)

Appears in 1 contract

Samples: Credit Agreement (Integra Lifesciences Holdings Corp)

Appears in 1 contract

Samples: Credit and Guaranty Agreement (U.S. Concrete, Inc.)

Common use of Sharing of Payments by Lenders Clause in Contracts