Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 9 contracts
Samples: Loan Credit Agreement (Express, Inc.), Security Agreement (Express, Inc.), Security Agreement (Express, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 8 contracts
Samples: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 6 contracts
Samples: Credit Agreement (Central Tractor Farm & Country Inc), Credit Agreement (Quality Stores Inc), Credit Agreement (Mediq Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 6 contracts
Samples: Revolving Credit Agreement (Sunstone Hotel Investors, Inc.), Revolving Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (American Campus Communities Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.079.10) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 6 contracts
Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable the Advances owing to such Lender Party hereunder and under it (other than (w) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.3(c), (x) as a payment of a Swing Line Advance made by the Swing Line Bank that has not been participated to the other Loan Documents Lender Parties pursuant to Section 2.2(b), (y) pursuant to Section 3.3, 3.4, 3.5, 3.6 or 3.7 or (z) any payments made in accordance with the express terms of this Agreement at such any time that a Defaulting Lender exists and any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Advances in accordance with Section 2.15, Section 11.11.1 or Section 11.11.2) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) Ratable Share of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time Revolving Credit Advances obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such timeParties, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or Revolving Credit Advances owing to them, as the case may be, them as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 6 contracts
Samples: Credit Agreement, Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 5 contracts
Samples: Credit Agreement (Campus Crest Communities, Inc.), Credit Agreement (Campus Crest Communities, Inc.), Credit Agreement (Campus Crest Communities, Inc.)
Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offset‑off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 5 contracts
Samples: Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 5 contracts
Samples: Credit Agreement (Amf Group Inc), Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Sharing of Payments, Etc. If (a) Subject to the priority of payments specifically set forth herein or in any other Loan Document and subject to the provisions of Sections 2.15, 2.20 and 8.07(f)(vi) hereof, if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interestparticipation. Notwithstanding anything herein to the contrary, as the case may beforegoing provisions of this Section 2.13 shall be subject to the provisions of Section 2.20.
Appears in 4 contracts
Samples: Possession Credit Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp), Convertible Notes Commitment Agreement (Accuride Corp)
Sharing of Payments, Etc. If any Lender Party Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.0711.14 (Sale and Assignment)) (a) on account of Obligations due and payable to such Lender Party Bank hereunder and under the Notes and 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 Party Bank at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Banks at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party Bank hereunder and under the Notes and 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 to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Banks at such time, such Lender Party Bank shall forthwith purchase from the other Lender Parties Banks such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party Bank to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyBank, such purchase from each other Lender Party Bank shall be rescinded and such other Lender Party Bank shall repay to the purchasing Lender Party Bank the purchase price to the extent of such Lender PartyBank’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party Bank to (ii) the aggregate purchase price paid to all Lender PartiesBanks) of such recovery together with an amount equal to such Lender PartyBank’s ratable share (according to the proportion of (i) the amount of such other Lender PartyBank’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyBank) of any interest or other amount paid or payable by the purchasing Lender Party Bank in respect of the total amount so recovered; provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Bank shall be shared on a pro rata basis only with other Banks. The Loan Parties agree Borrower agrees that any Lender Party Bank so purchasing an interest or participating interest from another Lender Party Bank pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Bank were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co), Credit Agreement (Southern Union Co)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided, further, that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by an Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Five Star Senior Living Inc.), Credit Agreement (Five Star Quality Care, Inc.), Credit Agreement (Easterly Government Properties, Inc.)
Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise, other than as a result of an assignment pursuant to Section 9.0710.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Hersha Hospitality Trust), Credit Agreement (Hersha Hospitality Trust), Credit Agreement (Hersha Hospitality Trust)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided, further, that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by an Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Affordable Residential Communities Inc), Credit Agreement (American Campus Communities Inc), Credit Agreement (Maguire Properties Inc)
Sharing of Payments, Etc. If any Lender Party Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations obligations due and payable to such Lender Party Bank 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 obligations due and payable to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Banks at such time or (b) on account of Obligations obligations owing (but not due and payable) to such Lender Party Bank 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 obligations owing to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Banks at such time, such Lender Party Bank shall forthwith purchase from the other Lender Parties Banks such interests or participating interests in the Obligations obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyBank, such purchase from each other Lender Party Bank shall be rescinded and such other Lender Party Bank shall repay to the purchasing Lender Party Bank the purchase price to the extent of such Lender Party’s Bank's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party Bank to (ii) the aggregate purchase price paid to all Lender PartiesBanks) of such recovery together with an amount equal to such Lender Party’s Bank's ratable share (according to the proportion of (i) the amount of such other Lender Party’s Bank's required repayment to (ii) the total amount so recovered from the purchasing Lender PartyBank) of any interest or other amount paid or payable by the purchasing Lender Party Bank in respect of the total amount so recovered. The Loan Parties agree Each Account Party agrees that any Lender Party Bank so purchasing an interest or participating interest from another Lender Party Bank pursuant to this Section 2.13 2.09 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Bank were the direct creditor of the Loan Parties such Account Party in the amount of such interest or participating interest, as the case may be.
Appears in 4 contracts
Samples: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (payment, whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise, otherwise (other than as a result of an assignment pursuant to Section 2.10, 2.12, 9.04 or 9.07) ), (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time (other than pursuant to Section 2.10, 2.12, 9.04 or 9.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time (other than pursuant to Section 2.10, 2.12, 9.04 or 9.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 9.04 or 9.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Dana Inc), And Guaranty Agreement (Dana Holding Corp), And Guaranty Agreement (Dana Holding Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (Alliance Resource Partners Lp), Credit Agreement (Alliance Resource Partners Lp), Credit Agreement (Alliance Holdings GP, L.P.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under or in respect of this Agreement or any of 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 Party at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under or in respect of this Agreement or any of 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 to such Lender Party at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all Lender Parties) of such recovery recovery, together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i1) the amount of such other Lender Party’s required repayment to (ii2) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower hereby agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by under applicable law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such an interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such an interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Asset Based Term Loan Agreement (Express, Inc.), Security Agreement (Express, Inc.), Credit Agreement (US Power Generating CO)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and or under the other Loan Documents any Note 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and or under the other Loan Documents any Note at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s other Lender's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender Party’s Lender's ratable share (according to the proportion of (i) the amount of such other Lender Party’s Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 3 contracts
Samples: Senior Secured Loan Agreement (Ugly Duckling Corp), Senior Secured Loan Agreement (Drivetime Automotive Group Inc), Senior Secured Loan Agreement (Ugly Duckling Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain obtains at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Credit Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Revolving Credit Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Credit Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Credit Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Revolving Credit Notes at such time) of payments on account of the Credit Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Revolving Credit Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Credit Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Revolving Credit Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Credit Obligations owing (but not due and payable) to such Lender Party at such time to (ii) the aggregate amount of the Credit Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Revolving Credit Notes at such time) of payments on account of the Credit Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Revolving Credit Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall will forthwith purchase from the other Lender Parties Lenders such interests or participating interests participations in the Credit Obligations due and payable or owing (but not due and payable) to them, as the case may be, as shall will be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall will be rescinded and each such other Lender Party shall will repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties Borrowers agree that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 4.6 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrowers in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 3 contracts
Samples: Ch2m Hill Companies (Ch2m Hill Companies LTD), Agreement (Ch2m Hill Companies LTD), Revolving Credit Agreement (Ch2m Hill Companies LTD)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (CBRL Group Inc), Credit Agreement (CBRL Group Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Sharing of Payments, Etc. If (a) Sharing Within Each Facility. Subject to the provisions of Section 2.11(f), if, in connection with any particular Facility, any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and with respect to such Facility 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all applicable Lender Parties hereunder and with respect to such Facility under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all such applicable Lender Parties hereunder and under the other Loan Documents at such time obtained by all the such applicable Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all such applicable Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all such applicable Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the such applicable Lender Parties at such time, such Lender Party shall forthwith purchase from the such other applicable Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all applicable Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.13(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party hereunder and under the Notes and the other Loan Documents at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party hereunder and under the Notes and the other Loan Documents at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share Pro Rata Share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time time, or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share Pro Rata Share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations Obligations, as the case may be, due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i1) the purchase price paid to such Lender Party to (ii2) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (ix) the amount of such other Lender Party’s required repayment to (iiy) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (American Campus Communities Operating Partnership LP), Credit Agreement (American Campus Communities Operating Partnership LP), Credit Agreement (American Campus Communities Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered, provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (Grubb & Ellis Co), Credit Agreement (Grubb & Ellis Co), Credit Agreement (Grubb & Ellis Co)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (payment, whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, otherwise (other than as a result of an assignment pursuant to Section 9.07) 2.10, 2.12, 10.04 or 10.07), (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interestparticipation. Notwithstanding the foregoing, as this Section 2.13 shall not apply to the case may berepayment of any Non-rollup Revolving Credit Advances pursuant to the second sentence of Section 2.04(b).
Appears in 3 contracts
Samples: Possession Credit Agreement (Chemtura CORP), Possession Credit Agreement (Chemtura CORP), Possession Credit Agreement
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the Notes and the other Loan Alliance Resource Fourth Amended and Restated Credit Agreement Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (iI) the amount of such other Lender PartyLender’s required repayment to (iiII) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be. Each of the Extending Lenders hereby acknowledges and agrees that principal repayments made to the Non-Extending Lenders on the Termination Date applicable to Non-Extending Lenders (and not also applicable to the Extending Lenders) shall not be subject to the share provisions of this Section.
Appears in 3 contracts
Samples: Security Agreement (Alliance Holdings GP, L.P.), Security Agreement (Alliance Resource Partners Lp), Security Agreement
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (Ace LTD), Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of Express – Term Loan Credit Agreement the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Intercreditor Agreement (Express Parent LLC), Credit Agreement (Express Parent LLC)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (International Rectifier Corp /De/), Credit Agreement (Safety 1st Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Senior Revolving Credit Agreement (Adams Respiratory Therapeutics, Inc.), Credit Agreement (Trump Entertainment Resorts Holdings Lp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, ) (other than as a result of an assignment pursuant to Section 9.072.10, 2.12, 8.04 or 8.07 hereof and other than in respect of payments made in respect of the Swing Line Advances pursuant to the Cash Management Documentation) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Shoneys Inc), Credit Agreement (Shoneys Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under or in respect of this Agreement or any of 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 Party at such time (other than pursuant to Section 2.10, 2.12, 8.04 or 8.07) 45 50 to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion of (iof(i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all Lender Parties) of such recovery recovery, together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i1) the amount of such other Lender Party’s 's required repayment to (ii2) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower hereby agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by lawunder applicable Requirements of Law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Medcath Corp), Credit Agreement (Medcath Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwiseotherwise (including through the exercise of remedies against any Guarantor that is not an Eligible Guarantor)), other than as a result of an assignment pursuant to Section 9.07) 10.07 (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time time, or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall shall, to the extent that this provision does not impair the legality under applicable Laws of the Guaranty or otherwise violate applicable law, forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; and provided further that, so long as the Advances shall not have become due and payable pursuant to Section 7.01, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Polycom Inc), Credit Agreement (Neustar Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties Borrowers agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrowers in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Term Loan Agreement (Building Materials Manufacturing Corp), Term Loan Agreement (BMCA Acquisition Sub Inc.)
Sharing of Payments, Etc. If Subject to the provisions of §12.5, if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) §18 (ai) on account of Obligations due and payable to such Lender Party 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 Obligations due and payable to such Lender Party at such time to (iiy) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and Lenders under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and Lenders under the other Loan Documents at such time obtained by all the Lender Parties such Lenders at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender Party 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 Obligations owing to such Lender Party at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and Lenders under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the such other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (ix) the purchase price paid to such Lender Party to (iiy) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (ix) the amount of such other Lender PartyLender’s required repayment to (iiy) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties Borrowers agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 §3.6(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrowers in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Term Loan Agreement (Independence Realty Trust, Inc.), Term Loan Agreement (Independence Realty Trust, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Accuride Corp), Credit Agreement (Accuride Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.. Express – Asset-Based Loan Credit Agreement
Appears in 2 contracts
Samples: Intercreditor Agreement (Express Parent LLC), Loan Credit Agreement (Express Parent LLC)
Sharing of Payments, Etc. If any Lender Party Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations obligations due and payable to such Lender Party Bank 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 obligations due and payable to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Banks at such time or (b) on account of Obligations obligations owing (but not due and payable) to such Lender Party Bank 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 obligations owing to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Banks at such time, such Lender Party Bank shall forthwith purchase from the other Lender Parties Banks such interests or participating interests in the Obligations obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party Bank to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyBank, such purchase from each other Lender Party Bank shall be rescinded and such other Lender Party Bank shall repay to the purchasing Lender Party Bank the purchase price to the extent of such Lender PartyBank’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party Bank to (ii) the aggregate purchase price paid to all Lender PartiesBanks) of such recovery together with an amount equal to such Lender PartyBank’s ratable share (according to the proportion of (iA) the amount of such other Lender PartyBank’s required repayment to (iiB) the total amount so recovered from the purchasing Lender PartyBank) of any interest or other amount paid or payable by the purchasing Lender Party Bank in respect of the total amount so recovered. The Loan Parties agree ACE agrees that any Lender Party Bank so purchasing an interest or participating interest from another Lender Party Bank pursuant to this Section 2.13 2.09 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Bank were the direct creditor of the Loan Parties ACE in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Ace LTD)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Uniroyal Chemical Co Inc), Credit Agreement (Crompton & Knowles Corp)
Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise, other than as a result of an assignment pursuant to Section 9.0710.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Term Loan Agreement (Hersha Hospitality Trust), Term Loan Agreement (Hersha Hospitality Trust)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s Lender's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender Party’s Lender's ratable share (according to the proportion of (i) the amount of such other Lender Party’s Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Ace LTD), Credit Agreement (Ace LTD)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable obligations owing to such Lender Party hereunder and under the other Loan Documents at such time Notes in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount payments on account of the Obligations due and payable owing to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, them as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Paxar Corp), Credit Agreement (Paxar Corp)
Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be. The provisions of this Section 2.13 shall be subject to the provisions of Section 9.10(a)(ii).
Appears in 2 contracts
Samples: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party hereunder and under the Notes at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Sodexho Mariott Services Inc), Credit Agreement (Sodexho Alliance S A)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to themthem under the Loan Documents, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Madison River Communications Corp.), Credit Agreement (Madison River Communications Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.0712.06) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 5.07 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Enviva Partners, LP), Credit and Guaranty Agreement (Enviva Partners, LP)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Agilent Technologies Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties Borrowers agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrowers in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)
Sharing of Payments, Etc. If any Lender Party of the Lenders shall ------------------------ obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, setoff or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of (a) Obligations due and payable to such Lender Party hereunder under or in respect of this Agreement 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 Party at such time (other than pursuant to Section 2.09, 2.11, 9.04, 9.05 or 9.08) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder of the Lenders under or in respect of this Agreement and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder of the Lenders under or in respect of this Agreement and under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder under or in respect of this Agreement 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 yet due and payable) to such Lender Party at such time (other than pursuant to Section 2.09, 2.11, 9.04, 9.05 or 9.08) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder of the Lenders under or in respect of this Agreement and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder of the Lenders under or in respect of this Agreement and under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each of the other Lender Party Lenders shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s other Lender's ratable share (according to the proportion of (iA) the purchase price paid to such other Lender Party to (iiB) the aggregate purchase price paid to all Lender Partiesof the Lenders) of such recovery recovery, together with an amount equal to such Lender Party’s other Lender's ratable share (according to the proportion of (i1) the amount of such other Lender Party’s Lender's required repayment to (ii2) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each of the Borrowers hereby agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by applicable law, exercise all of its rights of payment (including including, without limitation, the right of set-offsetoff) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Fox Television Stations Inc /De/), Credit Agreement (Fox Television Stations Inc /De/)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party hereunder and under the Notes at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Sodexho Mariott Services Inc), Credit Agreement (Sodexho Alliance S A)
Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.0710.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Hersha Hospitality Trust), Credit Agreement (Hersha Hospitality Trust)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time time, to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Facility Agreement (Dynegy Inc /Il/), Credit Facility Agreement (Dynegy Inc /Il/)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents any Note 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents any Note at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents any Note at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents any Note at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents any Note at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under any promissory note given in connection with the other Loan Documents Loans at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from pay such portion of such received payment to the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as so that each Lender shall be necessary to cause such purchasing Lender Party to have received its ratable share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may bereceived payment.
Appears in 2 contracts
Samples: Loan Agreement (Textor John C), Loan Agreement (Digital Domain Media Group, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrowers in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Microage Inc /De/), Microage Inc /De/
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Building Materials Manufacturing Corp), Credit Agreement (Building Materials Corp of America)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Ipc Communications Inc /De/), Credit Agreement (Ipc Information Systems Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties Borrowers agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrowers in the amount of such interest or participating interest, as the case may be. No exchange of a Rollover Loan for an Exchange Note pursuant to Section 2.03(d) shall be deemed to be a payment on account of such Rollover Loan for purposes of this Section 2.11, and no Lender shall be obligated under this Section 2.11 to share any payment in respect of any Rollover Loan with any holder of an Exchange Note in its capacity as such.
Appears in 2 contracts
Samples: Bridge Loan Agreement (BMCA Acquisition Sub Inc.), Bridge Loan Agreement (Building Materials Manufacturing Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the Notes and the other Loan Documents at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the Notes and the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be. Notwithstanding anything to the contrary in this section, the provisions of this section shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or Commitments to any assignee or participant in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Ntelos Holdings Corp), Credit Agreement (Ntelos Holdings Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s Lender's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender Party’s Lender's ratable share (according to the proportion of (i) the amount of such other Lender Party’s Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Sharing of Payments, Etc. If Subject to the provisions of §12.5, if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise, other than as a result of an assignment pursuant to Section 9.07§18) (ai) on account of Obligations due and payable to such Lender Party 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 Obligations due and payable to such Lender Party at such time to (iiy) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and Lenders under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and Lenders under the other Loan Documents at such time obtained by all the Lender Parties Lenders at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender Party 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 Obligations owing to such Lender Party at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and Lenders under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and Lenders under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (ix) the purchase price paid to such Lender Party to (iiy) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (ix) the amount of such other Lender PartyLender’s required repayment to (iiy) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties Borrowers agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 §3.6(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Lender` were the direct creditor of the Loan Parties Borrowers in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Independence Realty Trust, Inc.), Credit Agreement (Independence Realty Trust, Inc.)
Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offset‑off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Term Loan Agreement (Easterly Government Properties, Inc.), Term Loan Agreement (Easterly Government Properties, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes and under any Bankers' Acceptances 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes and under any Bankers' Acceptances at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes and under any Bankers' Acceptances at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes and under any Bankers' Acceptances at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes and under any Bankers' Acceptances at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes and under any Bankers' Acceptances at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Crompton & Knowles Corp), Credit Agreement (Uniroyal Chemical Co Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount Dollar Amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount Dollar Amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount Dollar Amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount Dollar Amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount Dollar Amount of such other Lender Party’s required repayment to (ii) the total amount Dollar Amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Sharing of Payments, Etc. If Subject to the provisions of §12.5, if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise, other than as a result of an assignment pursuant to Section 9.07§18) (ai) on account of Obligations due and payable to such Lender Party 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 Obligations due and payable to such Lender Party at such time to (iiy) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and Lenders under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and Lenders under the other Loan Documents at such time obtained by all the Lender Parties Lenders at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender Party 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 Obligations owing to such Lender Party at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and Lenders under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and Lenders under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (ix) the purchase price paid to such Lender Party to (iiy) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (ix) the amount of such other Lender PartyLender’s required repayment to (iiy) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 §3.6(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Lender` were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Joinder Agreement (Independence Realty Trust, Inc.), And Consolidated Credit Agreement (Independence Realty Trust, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Lender shall be shared on a pro rata basis only with other Lenders. The Each of the Loan Parties agree agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the respective Loan Parties Party in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: First Lien Credit Agreement (U S Energy Systems Inc), Second Lien Credit Agreement (U S Energy Systems Inc)
Sharing of Payments, Etc. If any Lender Party Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.0712.14 (Sale and Assignment)) (a) on account of Obligations due and payable to such Lender Party Bank hereunder and under the Notes and 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 Party Bank at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Banks at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party Bank hereunder and under the Notes and 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 to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Banks at such time, such Lender Party Bank shall forthwith purchase from the other Lender Parties Banks such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyBank, such purchase from each other Lender Party Bank shall be rescinded and such other Lender Party Bank shall repay to the purchasing Lender Party Bank the purchase price to the extent of such Lender PartyBank’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party Bank to (ii) the aggregate purchase price paid to all Lender PartiesBanks) of such recovery together with an amount equal to such Lender PartyBank’s ratable share (according to the proportion of (i) the amount of such other Lender PartyBank’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyBank) of any interest or other amount paid or payable by the purchasing Lender Party Bank in respect of the total amount so recovered; provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Bank shall be shared on a pro rata basis only with other Banks. The Loan Parties agree Borrower agrees that any Lender Party Bank so purchasing an interest or participating interest from another Lender Party Bank pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or NEWY1\8114089.7 participating interest, as the case may be, as fully as if such Lender Party Bank were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Southern Union Co), Credit Agreement (Panhandle Eastern Pipe Line Co Lp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (payment, whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, otherwise (other than as a result of an assignment pursuant to Section 9.07) 2.10, 2.12, 10.04 or 10.07), (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Possession Credit Agreement (Dana Corp), Possession Credit Agreement (Worldcom Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (ai) on account of Obligations due and payable to such Lender Party hereunder and or under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations due and payable to such Lender Party at such time to (iiy) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and or under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations owing to such Lender Party at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and each such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (ix) the purchase price paid to such Lender Party to (iiy) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (ix) the amount of such other Lender Party’s 's required repayment to (iiy) the total amount so recovered from of such required repayments to the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Team Health Inc), Credit Agreement (Audio Book Club Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Broadwing Inc), Credit Agreement (Broadwing Communications Inc)
Sharing of Payments, Etc. If any of the Lender Party Parties shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under or in respect of this Agreement or any of the other Loan Documents at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all of the Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all of the Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time obtained by all of the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under or in respect of this Agreement or any of the other Loan Documents at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) 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 Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all of the Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all of the Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each of the other Lender Party Parties shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all of the Lender Parties) of such recovery recovery, together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i1) the amount of such other Lender Party’s 's required repayment to (ii2) the total amount so recovered from the purchasing Lender Party) of any such interest or participating interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower hereby agrees that any of the Lender Party Parties so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by under applicable law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Caremark Rx Inc), Credit Agreement (Caremark Rx Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Term Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Itc Deltacom Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) ), (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (U.S. Well Services, Inc.), Credit Agreement (U.S. Well Services, Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (Stage Stores Inc), Security Agreement (Stage Stores Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) 10.07 other than to a Credit Party as assignee (ai) on account of Obligations due and payable to such Lender Party 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 Obligations due and payable to such Lender Party at such time to (iiy) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Lenders at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender Party 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 Obligations owing to such Lender Party at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s Lender's ratable share (according to the proportion of (ix) the purchase price paid to such Lender Party to (iiy) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender Party’s Lender's ratable share (according to the proportion of (ix) the amount of such other Lender Party’s Lender's required repayment to (iiy) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Credit Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Credit Parties in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Possession Credit Agreement (AbitibiBowater Inc.), Possession Credit Agreement (AbitibiBowater Inc.)
Sharing of Payments, Etc. If any Lender Party shall obtain at ------------------------ any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under or in respect of this Agreement or any of 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 Party at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under or in respect of this Agreement or any of 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 to such Lender Party at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder under or in respect of this Agreement and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all Lender Parties) of such recovery recovery, together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i1) the amount of such other Lender Party’s 's required repayment to (ii2) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower hereby agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by under applicable law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such an interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such an interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of the Obligations due and payable of the Borrowers to such Lender Party hereunder and under the other Loan Documents at such time Notes in excess of (a) its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations of the Borrowers due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of if no such Obligations owing (but not are due and payable) to such Lender Party hereunder and under the other Loan Documents payable at such time in excess of time, its ratable share (according to the proportion of (iA) the amount of such Obligations owing of the Borrowers to such Lender Party at such time to (iiB) the aggregate amount of the Obligations owing (but not due and payable) of the Borrowers to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) of the Borrowers to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests participations in the Obligations due of the Borrowers hereunder and payable or under the Notes owing to them, as the case may be, them as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s other Lender's ratable share (according to the proportion of (i1) the purchase price paid to such Lender Party to (ii2) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender Party’s Lender's ratable share (according to the proportion of (ix) the amount of such other Lender Party’s Lender's required repayment to (iiy) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties Borrowers agree that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrowers in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 2 contracts
Samples: Credit Agreement (General Nutrition Companies Inc), 1998 Term Credit Agreement (General Nutrition Companies Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Advance Paradigm Inc), Credit Agreement (Servico Market Center Inc)
Sharing of Payments, Etc. If any Lender Party Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations obligations due and payable to such Lender Party Bank 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 obligations due and payable to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Banks at such time or (b) on account of Obligations obligations owing (but not due and payable) to such Lender Party Bank 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 obligations owing to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Banks at such time, such Lender Party Bank shall forthwith purchase from the other Lender Parties Banks such interests or participating interests in the Obligations obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyBank, such purchase from each other Lender Party Bank shall be rescinded and such other Lender Party Bank shall repay to the purchasing Lender Party Bank the purchase price to the extent of such Lender PartyBank’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party Bank to (ii) the aggregate purchase price paid to all Lender PartiesBanks) of such recovery together with an amount equal to such Lender PartyBank’s ratable share (according to the proportion of (i) the amount of such other Lender PartyBank’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyBank) of any interest or other amount paid or payable by the purchasing Lender Party Bank in respect of the total amount so recovered. The Loan Parties agree Each Account Party agrees that any Lender Party Bank so purchasing an interest or participating interest from another Lender Party Bank pursuant to this Section 2.13 2.09 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Bank were the direct creditor of the Loan Parties such Account Party in the amount of such interest or participating interest, as the case may be.
Appears in 2 contracts
Samples: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Sharing of Payments, Etc. If any Lender Party Purchaser shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.072.11) (a) on account of Obligations due and payable to such Lender Party Purchaser hereunder and under the other Loan Documents Notes 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 Party Purchaser at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Purchasers hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Purchasers hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Purchasers at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party Purchaser hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party Purchaser at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Purchasers hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Purchasers hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Purchasers at such time, such Lender Party Purchaser shall forthwith purchase from notify the other Lender Parties Issuer and the Agent and promptly return such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay overpayment to the purchasing Lender Party the purchase price Issuer to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may bebe properly applied.
Appears in 1 contract
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (payment, whether voluntary, involuntary, through the exercise of any right of set-set off, the exercise of remedies in respect of any Collateral or otherwise, otherwise (other than as a result of an assignment pursuant to Section Sections 2.10, 2.12, 2.17(1), 9.04 or 9.07) ), (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time (other than pursuant to Sections 2.10, 2.12, 2.17(1), 9.04 or 9.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time (other than pursuant to Sections 2.10, 2.12, 2.17(1), 9.04 or 9.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Sections 2.10, 2.12, 2.17(1), 9.04 or 9.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Applicable Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 1 contract
Sharing of Payments, Etc. If any AYE Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such AYE Lender Party hereunder and under the other Loan Documents relevant Notes by any Borrower 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 AYE Lender Party at such time to (ii) the aggregate amount of the all Obligations of such Borrower due and payable to all AYE Lender Parties hereunder and under the other Loan Documents relevant Notes at such time) of payments on account of the Obligations of such Borrower due and payable to all AYE Lender Parties hereunder and under the other Loan Documents relevant Notes at such time obtained by all the AYE Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such AYE Lender Party hereunder and under the other Loan Documents relevant Notes by any Borrower at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such AYE Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all AYE Lender Parties by such Borrower hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all AYE Lender Parties by such Borrower hereunder and under the other Loan Documents relevant Notes at such time obtained by all of the AYE Lender Parties at such time, such AYE Lender Party shall forthwith purchase from the other AYE Lender Parties such interests or participating interests in the Obligations of such Borrower due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing AYE Lender Party to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing AYE Lender Party, such purchase from each other AYE Lender Party shall be rescinded and such other AYE Lender Party shall repay to the purchasing AYE Lender Party the purchase price to the extent of such AYE Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such AYE Lender Party to (ii) the aggregate purchase price paid to all AYE Lender Parties) of such recovery together with an amount equal to such AYE Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other AYE Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing AYE Lender Party) of any interest or other amount paid or payable by the purchasing AYE Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any AYE Lender Party so purchasing an interest or participating interest from another AYE Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such AYE Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 1 contract
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Icg Holdings Inc)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-set- off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) ), (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to Party, (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be. For the avoidance of doubt, notwithstanding anything to the contrary in this Section 2.13 or otherwise, the Lender Parties shall not be entitled to receive or share in any fees paid by the Borrower pursuant to Section 2.08(c), which fees shall be solely for the account of the Revolving Credit Lenders (with respect to Section 2.08(c)(i)) and Revolving Issuing Bank (with respect to Section 2.08(c)(ii)). SECTION 2.14.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Talen Energy Supply, LLC)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and 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 to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were Xxxxxx’x Restaurants Credit Agreement the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 1 contract
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and or under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and or under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests Participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any -------- ------- portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and each such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s Lender's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender Party’s Lender's ratable share (according to the proportion of (iii) the amount of such other Lender Party’s Lender's required repayment to (ii) the total amount so recovered from of such required repayments to the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 1 contract
Sharing of Payments, Etc. If any Lender Party Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party Bank 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 Party Bank at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Banks at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party Bank 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 to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Banks at such time, such Lender Party Bank shall forthwith purchase from the other Lender Parties Banks such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyBank, such purchase from each other Lender Party Bank shall be rescinded and such other Lender Party Bank shall repay to the purchasing Lender Party Bank the purchase price to the extent of such Lender Party’s Bank's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party Bank to (ii) the aggregate purchase price paid to all Lender PartiesBanks) of such recovery together with an amount equal to such Lender Party’s Bank's ratable share (according to the proportion of (i) the amount of such other Lender Party’s Bank's required repayment to (ii) the total amount so recovered from the purchasing Lender PartyBank) of any interest or other amount paid or payable by the purchasing Lender Party Bank in respect of the total amount so recovered. The Loan Parties agree Each Account Party agrees that any Lender Party Bank so purchasing an interest or participating interest from another Lender Party Bank pursuant to this Section 2.13 2.09 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Bank were the direct creditor of the Loan Parties such Account Party in the amount of such interest or participating interest, as the case may be.
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Sharing of Payments, Etc. If any Lender Party or the Issuing Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations obligations due and payable to such Lender Party or the Issuing Bank hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations obligations due and payable to such Lender Party or the Issuing Bank at such time to (ii) the aggregate amount of the Obligations obligations due and payable to all Lender Parties Lenders and the Issuing Bank hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations obligations due and payable to all Lender Parties Lenders and the Issuing Bank hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders and the Issuing Bank at such time or (b) on account of Obligations obligations owing (but not due and payable) to such Lender Party or the Issuing Bank hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations obligations owing to such Lender Party or the Issuing Bank at such time to (ii) the aggregate amount of the Obligations obligations owing (but not due and payable) to all Lender Parties Lenders and the Issuing Bank hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations obligations owing (but not due and payable) to all Lender Parties Lenders and the Issuing Bank hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders and the Issuing Bank at such time, such Lender Party or the Issuing Bank shall forthwith purchase from the other Lender Parties Lenders or the Issuing Bank, as the case may be, such interests or participating interests participations in the Obligations obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party or the Issuing Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Partyor the Issuing Bank, such purchase from each other Lender Party or the Issuing Bank shall be rescinded and such other Lender Party or the Issuing Bank shall repay to the purchasing Lender Party or the Issuing Bank, as the case may be, the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s Lender's or the Issuing Bank's ratable share (according to the proportion of (i) the amount of such other Lender Party’s Lender's or the Issuing Bank's required repayment to (ii) the total amount so recovered from the purchasing Lender Partyor the Issuing Bank) of any interest or other amount paid or payable by the purchasing Lender Party or the Issuing Bank in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party or the Issuing Bank so purchasing an interest or participating interest a participation from another Lender Party or the Issuing Bank, as the case may be, pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party or the Issuing Bank were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 1 contract
Samples: Credit Agreement (Maxtor Corp)
Sharing of Payments, Etc. If any Lender Party Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.0713.13(d)) (a) on account of Obligations due and payable to such Lender Party Bank hereunder and under the Notes and 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 Party Bank at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Banks at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party Bank hereunder and under the Notes and 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 to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Banks at such time, such Lender Party Bank shall forthwith purchase from the other Lender Parties Banks such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party Bank to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyBank, such purchase from each other Lender Party Bank shall be rescinded and such other Lender Party Bank shall repay to the purchasing Lender Party Bank the purchase price to the extent of such Lender PartyBank’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party Bank to (ii) the aggregate purchase price paid to all Lender PartiesBanks) of such recovery together with an amount equal to such Lender PartyBank’s ratable share (according to the proportion of (i) the amount of such other Lender PartyBank’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyBank) of any interest or other amount paid or payable by the purchasing Lender Party Bank in respect of the total amount so recovered; provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Bank shall be shared on a pro rata basis only with other Banks. The Loan Parties agree Borrower agrees that any Lender Party Bank so purchasing an interest or participating interest from another Lender Party Bank pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Bank were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Southern Union Co)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share Pro Rata Share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time time, or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share Pro Rata Share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, or (c) on account of any Hedge Obligations due and payable to a Lender Hedge Provider under the Hedge Agreements at such time in excess of its Pro Rata Share (according to the proportion of (i) the amount of such Hedge Obligations due and payable to such Lender Hedge Provider at such time to (ii) the aggregate amount of the Hedge Obligations due and payable to all the Lender Hedge Providers) of payments on account of the Hedge Obligations due and payable to all the Lender Hedge Providers under the Hedge Agreements at such time obtained by the Lender Hedge Provider, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations or Hedge Obligations, as the case may be, due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i1) the purchase price paid to such Lender Party to (ii2) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (ix) the amount of such other Lender Party’s required repayment to (iiy) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
Appears in 1 contract
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party 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 to such Lender Party at such time time, to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.
Appears in 1 contract
Sharing of Payments, Etc. If any Lender Party Bank shall obtain at any time any payment (whether voluntary, voluntary or involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.078.06) (a) on account of Obligations due and payable to such Lender Party Bank 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 Party Bank at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all the Lender Parties Banks at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party Bank 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 to such Lender Party Bank at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Banks hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties Banks at such time, such Lender Party Bank shall forthwith purchase from the other Lender Parties Banks such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party Bank to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyBank, such purchase from each other Lender Party Bank shall be rescinded and such other Lender Party Bank shall repay to the purchasing Lender Party Bank the purchase price to the extent of such Lender Party’s Bank's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party Bank to (ii) the aggregate purchase price paid to all Lender PartiesBanks) of such recovery together with an amount equal to such Lender Party’s Bank's ratable share (according to the proportion of (i) the amount of such other Lender Party’s Bank's required repayment to (ii) the total amount so recovered from the purchasing Lender PartyBank) of any interest or other amount paid or payable by the purchasing Lender Party Bank in respect of the total amount so recovered. The Loan Parties agree Each Applicant agrees that any Lender Party Bank so purchasing an interest or participating interest from another Lender Party Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party Bank were the direct creditor of the Loan Parties such Applicant in the amount of such interest or participating interest, as the case may be.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Sunpower Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (payment, whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise, otherwise (other than as a result of an assignment pursuant to Section 9.07) 2.10, 2.12, 10.04 or 10.07), (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Lenders hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties Lenders at such time, such Lender Party shall forthwith purchase from the other Lender Parties Lenders such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender PartyLender, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender PartyLender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender PartiesLenders) of such recovery together with an amount equal to such Lender PartyLender’s ratable share (according to the proportion of (i) the amount of such other Lender PartyLender’s required repayment to (ii) the total amount so recovered from the purchasing Lender PartyLender) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may beparticipation.
Appears in 1 contract
Samples: Term Facility Credit and Guaranty Agreement (Dana Holding Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes and Bankers' Acceptances 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes and Bankers' Acceptances at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes and Bankers' Acceptances at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes and Bankers' Acceptances at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes and Bankers' Acceptances at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes and Bankers' Acceptances at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such an interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such an interest or participating interest, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (WHX Corp)
Sharing of Payments, Etc. If any Lender Party shall obtain at any time any ------------------------- payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents Notes 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recoveredrecovered ; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties Borrower in the amount of such interest or participating interest, as the case may be.
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Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents any Bankers' Acceptances 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 Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents any Bankers' Acceptances at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents any Bankers' Acceptances at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents any Bankers' Acceptances at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents any Bankers' Acceptances at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents any Bankers' Acceptances at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree Each Borrower agrees that any Lender Party so purchasing an interest or participating interest a participation from another Lender Party pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set- off) with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party were the direct creditor of the Loan Parties such Borrower in the amount of such interest or participating interest, as the case may beparticipation.
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