Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 32 contracts
Sources: Credit Agreement (Memc Electronic Materials Inc), Credit Agreement (Memc Electronic Materials Inc), Credit Agreement (Memc Electronic Materials Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.12, 2.12 2.16, 2.17, 2.18 or 8.04(c)2.20) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 19 contracts
Sources: Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co), Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co), Revolving Credit and Competitive Advance Facility Agreement (El Paso Tennessee Pipeline Co)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.11, 2.12 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 15 contracts
Sources: 364 Day Credit Agreement (Walt Disney Co), 364 Day Credit Agreement (Walt Disney Co), Credit Agreement (Walt Disney Co)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Pro Rata Advances owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b)) in excess of its ratable share of payments on account of the Pro Rata Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Pro Rata Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 14 contracts
Sources: 5 Year Revolving Credit Agreement (Altria Group, Inc.), Credit Agreement, Credit Agreement (Altria Group, Inc.)
Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section 2.10 only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to the Fee Letter, or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 11 contracts
Sources: Transfer and Administration Agreement (Arrow Electronics, Inc.), Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc)
Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 11 contracts
Sources: Credit Agreement (Lantheus MI Intermediate, Inc.), Financing Agreement (Modtech Holdings Inc), Financing Agreement (Redback Networks Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 10 contracts
Sources: 364 Day Credit Agreement (Sears Roebuck Acceptance Corp), Credit Agreement (Bausch & Lomb Inc), Credit Agreement (Sears Roebuck Acceptance Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 9 contracts
Sources: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)
Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to a Fee Letter or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 9 contracts
Sources: Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing Advances made by it to it the Borrower or its participation interest in any Facility LC issued for the account of the Borrower (other than pursuant to Section 2.092.02(b), 2.12 2.11, 2.14, 2.17.7 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances to the Borrower and LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them and/or LC Obligations as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 8 contracts
Sources: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 7 contracts
Sources: Term Loan Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.), 364 Day Credit Agreement (SBC Communications Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 7 contracts
Sources: 364 Day Credit Agreement (Omnicom Group Inc), Credit Agreement (Omnicom Group Inc), 364 Day Credit Agreement (Omnicom Group Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Revolving Credit Advances owing to it (other than pursuant to Section 2.092.05(b), 2.12 2.06(b), 2.11, 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lendersthereof, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 7 contracts
Sources: Credit Agreement (Pepsico Inc), Credit Agreement (Pepsico Inc), Credit Agreement (Pepsico Inc)
Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 7 contracts
Sources: Financing Agreement (Elgar Holdings Inc), Supplemental Indenture (All Star Gas Corp), Financing Agreement (Atp Oil & Gas Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 7 contracts
Sources: Credit Agreement (Applied Materials Inc /De), Revolving Credit Agreement (Greater Bay Bancorp), Bridge Credit Agreement (Intuit Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.13, 2.16 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 7 contracts
Sources: Credit Agreement (Ies Utilities Inc), 364 Day Credit Agreement (Commonwealth Edison Co), 364 Day Credit Agreement (Commonwealth Edison Co)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.02(d), 2.12 2.06, 2.08, 2.10 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.
Appears in 7 contracts
Sources: 364 Day Credit Agreement (Stanley Black & Decker, Inc.), 364 Day Credit Agreement (Stanley Black & Decker, Inc.), Five Year Credit Agreement (Stanley Black & Decker, Inc.)
Sharing of Payments, Etc. If any Lender Class Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of any portion of the Advance owing to Transferred Interest owned by it (other than pursuant to Section 2.092.7, 2.12 or 8.04(c)Article VIII and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.5 or 2.6) in excess of its ratable share of payments on account of any portion of the Advances Transferred Interest obtained by all the Lenderssuch Class Investor, each as entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Class Investors entitled to a share of such amount participations in the Advances owing to them portion of the Transferred Interest owned by such Class Investors as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Class Investor shall be rescinded and each such Lender other Class Investor shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Class Investor’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 6 contracts
Sources: Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off as provided in Section 9.05) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 6 contracts
Sources: Credit Agreement (LUBRIZOL Corp), Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)
Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 6 contracts
Sources: Financing Agreement (Gerber Scientific Inc), Financing Agreement (Life Sciences Research Inc), Financing Agreement (Foster Wheeler LTD)
Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to any Note Interest owned by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances applicable Funded Amount obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them applicable Note Interests owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 6 contracts
Sources: Note Purchase Agreement (Navistar Financial Corp), Note Purchase Agreement (Navistar Financial Corp), Note Purchase Agreement (Navistar Financial Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 5 contracts
Sources: Term Loan Agreement (Ca, Inc.), Credit Agreement (Ca, Inc.), Credit Agreement (Ca, Inc.)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.10, 2.12 2.13, 9.04(c) or 8.04(c)9.07) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 5 contracts
Sources: Term Credit Agreement (Telecomunicaciones De Puerto Rico Inc), Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc), Term Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) hereunder in excess of its ratable share of payments on account of the Advances obtained by all the Lendersin accordance with Section 2.5.1, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them Loans as shall be necessary to cause such purchasing Lender 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, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ’s ratable share (according to the proportion of (a) the amount of such other Lender's ’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.5.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 5 contracts
Sources: 364 Day Revolving Facility Credit Agreement (Teco Energy Inc), Credit Agreement (Teco Energy Inc), Credit Agreement (Tampa Electric Co)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 5 contracts
Sources: Credit Agreement (Computer Associates International Inc), Credit Agreement (Bausch & Lomb Inc), Credit Agreement (Bausch & Lomb Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07, 2.11, 2.14 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 5 contracts
Sources: Credit Agreement (Entergy Arkansas Inc), Credit Agreement (Entergy New Orleans Inc), Credit Agreement (Lg&e Energy Corp)
Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to the Fee Letter, Section 2.09, 3.3(b) or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 5 contracts
Sources: Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Obligations (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share pro rata portion of payments or reductions on account of the Advances such obligations obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders and Agent of such receipt, and (ii) purchase from the other Lenders such participations in the Advances owing to them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing LenderLender or additional costs are incurred, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal or such additional costs, but without interest unless the Lender obligated to return such Lender's ratable share (according funds is required to the proportion of (a) the amount of pay interest on such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredfunds. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Term Loan Agreement (Serengeti Eyewear Inc), Revolving Credit Agreement (Discount Auto Parts Inc), Revolving Line of Credit and Term Loan Agreement (Solar Mates Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 2.08 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.
Appears in 4 contracts
Sources: Credit Agreement (Florida Progress Corp), Credit Agreement (Florida Progress Corp), Credit Agreement (Progress Energy Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's ’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the either Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Ambac Financial Group Inc), Revolving Credit Agreement (Ambac Financial Group Inc), Revolving Credit Agreement (Ambac Financial Group Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.05(b), 2.12 2.06(b), 2.11, 2.14, 8.04(c) or 8.04(c)8.07) in excess of its ratable share of payments on account of the Advances obtained by all the Lendersthereof, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Credit Agreement (Pepsico Inc), Credit Agreement (Pepsico Inc), Credit Agreement (Pepsico Inc)
Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 its Advances or 8.04(c)) its share of Letter of Credit Obligations in excess of its ratable share Pro Rata Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersBanks, such Lender Bank shall notify the Agent and forthwith purchase from the other Lenders Banks such participations in the Advances owing to made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such LenderBank's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender's required repayment Bank to the purchasing Bank as a result of such excess payment to (b) the total amount so recovered from of such excess payment) of such recovery, together with an amount equal to such Bank's ratable share (according to the proportion of (i) the amount of such Bank's required repayment to the purchasing LenderBank to (ii) the total amount of all such required repayments to the purchasing Bank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Credit Agreement (Arkansas Best Corp /De/), Credit Agreement (Arkansas Best Corp /De/), Credit Agreement (Arkansas Best Corp /De/)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.06, 2.10, 2.13 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Credit Agreement (Entergy Gulf States Inc), Credit Agreement (Entergy Corp /De/), Credit Agreement (Entergy Arkansas Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.094.02, 2.12 4.03 or 8.04(c12.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedprovided that, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.08 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Five Year Credit Agreement, 364 Day Credit Agreement (Walt Disney Co/), Credit Agreement (Walt Disney Co/)
Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Obligations payable to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) such Lender hereunder at such time in excess of its ratable share of payments on account of the Advances obtained by all the Lendersapplicable Pro Rata Share, such Lender shall forthwith purchase from the other Appropriate Lenders (other than any Defaulting Lender) such participations in the Advances owing Obligations payable to them as shall be necessary to cause such purchasing Lender 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, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender’s applicable Pro Rata Share of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) ’s applicable Pro Rata Share of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Credit Agreement (Team Inc), Credit Agreement (Team Inc), Credit Agreement (Team Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09Sections 2.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Term Loan Credit Agreement (At&t Inc.), Term Loan Credit Agreement (At&t Inc.), Term Loan Credit Agreement (At&t Inc.)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.11, 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 4 contracts
Sources: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Altria agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Altria in the amount of such participation.
Appears in 3 contracts
Sources: Term Loan Agreement (Altria Group, Inc.), 364 Day Bridge Loan Agreement (Altria Group, Inc.), 364 Day Bridge Loan Agreement (Altria Group, Inc.)
Sharing of Payments, Etc. If any Each Lender shall obtain any payment (whether voluntary, involuntaryagrees that if it shall, through the exercise of any a right of setoffbanker's lien, set-off, counterclaim or otherwise) on account of the Advance owing , obtain payment with respect to it its Obligations (other than pursuant to Section 2.09, 2.12 or 8.04(c)Article V) that results in excess of its ratable receiving more than its pro rata share of the aggregate payments on account with respect to all of the Advances obtained by all the LendersObligations (other than any payment pursuant to Section 3.2 or 3.3), then (a) such Lender shall forthwith purchase be deemed to have simultaneously purchased from the other Lenders a share in their Obligations so that the amount of the Obligations held by each of the Lenders shall be pro rata and (b) such participations in the Advances owing other adjustments shall be made from time to them time as shall be necessary equitable to cause insure that the Lenders share such purchasing Lender to share the excess payment ratably with each of thempayments ratably; provided, however, that for purposes of this Section 9.9, the term "pro rata" shall be determined with respect to the Revolving Credit Commitment after subtraction of amounts, if any, by which any such Lender has not funded its share of the outstanding Advances and Obligations. If all or any portion of any such excess payment is thereafter recovered from such purchasing Lenderthe Lender that received the same, such the purchase from each Lender provided in this Section 9.9 shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovery, without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any each Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to portion of the fullest extent permitted by law, other Lenders' Obligations may exercise all its rights of payment (including the right including, without limitation, all rights of setoffset-off, banker's lien or counterclaim) with respect to such participation portion as fully as if such Lender were the direct creditor of the Borrower in the amount holder of such participationportion.
Appears in 3 contracts
Sources: Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc)
Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.09SECTION 2.08, 2.12 or 8.04(c)2.17) in excess of its ratable share of payments on account of the A Advances obtained by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the A Advances owing to made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; provided, howeverPROVIDED, HOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such LenderBank's ratable share (according to the proportion of (ai) the amount of such LenderBank's required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Each Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 SECTION 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the such Borrower in the amount of such participation.
Appears in 3 contracts
Sources: Credit Agreement (Ecolab Inc), Multicurrency Credit Agreement (Ecolab Inc), Credit Agreement (Ecolab Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the other Lenders and forthwith purchase from the other Lenders such participations in the Advances owing to them made by it or the Letter of Credit Obligations held by it as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themthe other Lenders; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender the other Lenders shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredshare, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.12(e) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 3 contracts
Sources: Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Pioneer Drilling Co)
Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.02 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the such Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 3 contracts
Sources: Financing Agreement (Body Central Acquisition Corp), Financing Agreement (Body Central Acquisition Corp), Financing Agreement (Body Central Acquisition Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to the Fee Letters, Section 2.092.02(c), 2.12 2.12, 2.15, 2.18, 2.19 or 8.04(c8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (aA) the amount of such Lender's ▇▇▇▇▇▇’s required repayment to (bB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to recovered and (ii) the fullest extent permitted by law, exercise all its rights provisions of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.this
Appears in 3 contracts
Sources: Credit Agreement (Entergy Mississippi, LLC), Credit Agreement (Entergy Mississippi, LLC), Credit Agreement (Entergy Mississippi, LLC)
Sharing of Payments, Etc. If Except as provided in Section 3.04 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 3 contracts
Sources: Financing Agreement (Milacron Inc), Financing Agreement (Milacron Inc), Financing Agreement (Milacron Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Pro Rata Advances owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b)) in excess of its ratable share of payments on account of the Pro Rata Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Pro Rata Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 3 contracts
Sources: 364 Day Revolving Credit Agreement (Kraft Foods Inc), Revolving Credit Agreement (Kraft Foods Inc), Revolving Credit Agreement (Altria Group Inc)
Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 3 contracts
Sources: Financing Agreement (Gordon Biersch Brewery Restaurant Group, Inc.), Financing Agreement (Ahl Services Inc), Bridge Term Loan Agreement (Cenuco Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Loans owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) as part of any Borrowing in excess of its ratable share of payments on account of the Advances all Loans in such Borrowing obtained by all the Lendersapplicable Lenders entitled to such payments, such Lender shall forthwith purchase from the such other Lenders such participations in the Advances owing to them their Loans as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such each other applicable Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.Subparagraph 2.09
Appears in 3 contracts
Sources: Credit Agreement (Lsi Logic Corp), Credit Agreement (Lsi Logic Corp), Credit Agreement (Lsi Logic Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Term Loans owing to it (other than pursuant to Section 2.09Sections 2.11, 2.12 2.14 or 8.04(c9.04(c)) in excess of its ratable share Ratable Share of payments on account of the Advances Term Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Term Loans owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.
Appears in 3 contracts
Sources: Credit Agreement (Dentsply International Inc /De/), Credit Agreement (Dentsply International Inc /De/), Credit Agreement (Dentsply International Inc /De/)
Sharing of Payments, Etc. If Subject to Section 2.19 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance any Advances owing to it (other than pursuant to Section 2.092.11(c), 2.12 2.12, 2.15 or 8.04(c9.04(c)) in excess of its ratable share Ratable Share of payments on account of the such Advances obtained by all the applicable Lenders, such Lender shall forthwith purchase from the other applicable Lenders such participations in the relevant Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ▇▇▇▇▇▇’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Sealed Air Corp/De), Syndicated Facility Agreement (Sealed Air Corp/De)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Loans made by it (other than pursuant to Section 2.092.10, 2.12 2.11, or 8.04(c)2.13) in excess of its ratable share Ratable Portion of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them their Loans as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded rescinded, and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including including, without limitation, the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Debt Agreement (Railworks Corp), Debt Agreement (Railworks Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Loans owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b) or (c)) in excess of its ratable share of payments on account of the Advances Loans obtained by all the applicable Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Term Loan Agreement (Mondelez International, Inc.), Term Loan Agreement (Mondelez International, Inc.)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Macquarie Infrastructure CO Trust), Credit Agreement (Macquarie Infrastructure CO Trust)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Autodesk Inc), Credit Agreement (Autodesk Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (Note held by it, other than pursuant to a payment made in accordance with Section 2.091(c) of this Agreement, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances Notes obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Notes held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; the other Lenders, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a1) the amount of such Lender's ’s required repayment to (b2) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Loan and Security Agreement (InterMetro Communications, Inc.), Loan and Security Agreement (InterMetro Communications, Inc.)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09, 2.12 2.09 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations interests or participating interests in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation an interest or participating interest from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were the direct creditor of the Borrower in the amount of such participationinterest or participating interest, as the case may be.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Andrews Group Inc /De/), Revolving Credit Agreement (Andrews Group Inc /De/)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.12, 2.15 or 8.04(c)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Five Year Credit Agreement (Becton Dickinson & Co), Five Year Credit Agreement (Becton Dickinson & Co)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Bridge Credit Agreement (Snap on Inc), Credit Agreement (Computer Associates International Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained made by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc)
Sharing of Payments, Etc. (i) If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Revolving Loans owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances such Revolving Loans obtained by all the LendersBanks entitled to such payments, such Lender Bank shall forthwith purchase an assignment from the other Lenders Banks entitled to such participations excess payments in the Advances owing to them Revolving Loans as shall be necessary to cause such purchasing Lender 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 LenderBank, such purchase from each Lender shall be rescinded and such Lender each other Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lenderother Bank's ratable share (according to the proportion of (ai) the amount of such Lenderother Bank's required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The .
(ii) Borrower agrees that any Lender Bank so purchasing a participation an assignment from another Lender Bank pursuant to this Section 2.13 Subparagraph 2.08(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation assignment as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participationassignment.
Appears in 2 contracts
Sources: Credit Agreement (Bell Microproducts Inc), Credit Agreement (Bell Microproducts Inc)
Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Financing Agreement (Xanodyne Pharmaceuticals Inc), Financing Agreement (Xanodyne Pharmaceuticals Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Loans made by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)as expressly provided herein) in excess of its ratable share of payments on account of the Advances Loans obtained by all the such Lenders, such Lender shall forthwith purchase from the such other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Term Loan Agreement (FMC Corp), Term Loan Agreement (FMC Corp)
Sharing of Payments, Etc. If Except as provided in Sections 2.02 and 3.02(b) hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Senior Loan Agreement (DSW Inc.), Senior Loan Agreement (Retail Ventures Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the LendersLenders holding such Advances, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (PPG Industries Inc), 364 Day Credit Agreement (PPG Industries Inc)
Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 its Advances or 8.04(c)) its share of Letter of Credit Obligations in excess of its ratable share Pro Rata Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersBanks, such Lender Bank shall notify the Administrative Agent and forthwith purchase from the other Lenders Banks such participations in the Advances owing to made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery Bank’s ratable share (according to the proportion of (a) the amount of the participation sold by such Bank to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's Bank’s ratable share (according to the proportion of (a) the amount of such Lender's Bank’s required repayment to the purchasing Bank to (b) the total amount so recovered from of all such required repayments to the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by lawLegal Requirement, unless and until rescinded as provided above, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Senior Unsecured Credit Agreement (LaSalle Hotel Properties), Senior Unsecured Credit Agreement (Lasalle Hotel Properties)
Sharing of Payments, Etc. If Subject to the Intercreditor ------------------------ Agreement, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Loans owing to it (other than pursuant to Section 2.09Sections 4.2, 2.12 4.3 or 8.04(c)12.4) in excess of its ratable share of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off upon and during the continuance of an Event of Default) with respect to such participation participa tion as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09Sections 2.09(d), 2.12 2.10, 2.11 or 8.04(c)2.13) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders of such receipt and (ii) purchase from the other Lenders for cash such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, 2.16 may exercise all its rights of payment (including the right of setoff) setoff with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Americredit Corp), Credit Agreement (Americredit Financial Services Inc)
Sharing of Payments, Etc. If any Lender Investor shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) ), on account of the Advance owing obligations to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) such Investor under and in respect of the Notes at such time in excess of its ratable share of payments on account of the Advances obligations to all Investors under and in respect of the Notes at such time obtained by all the LendersInvestors at such time, such Lender Investor shall forthwith purchase from the other Lenders Investors such participations interests or participating interests in the Advances obligations due and payable or owing to them them, as the case may be, as shall be necessary to cause such purchasing Lender Investor 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 LenderInvestor, such purchase from each Lender other Investor shall be rescinded and such Lender other Investor shall repay to the purchasing Lender Investor the purchase price to the extent of such Investor's ratable share of such recovery together with an amount equal to such LenderInvestor's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender Investor in respect of the total amount so recovered. The Borrower Company agrees that any Lender Investor so purchasing a participation an interest or participating interest from another Lender Investor pursuant to this Section 2.13 7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Investor were the direct creditor of the Borrower Company in the amount of such participationinterest or participating interest, as the case may be.
Appears in 2 contracts
Sources: Agency, Guaranty and Security Agreement (DSL Net Inc), Agency, Guaranty and Security Agreement (DSL Net Inc)
Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance Loans owing to it (other than amounts received pursuant to Section 2.09, 2.12 or 8.04(c)Section 2.08) in excess of its ratable share of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedprovided that, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 Section 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower or a Lender, as the case may be, in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Retrophin, Inc.), Credit Agreement (Retrophin, Inc.)
Sharing of Payments, Etc. If In the event there is more than one Lender hereunder, except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.02 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 2.09 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Hormel Foods Corp /De/), Revolving Credit Agreement (Hormel Foods Corp /De/)
Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 2 contracts
Sources: Financing Agreement (Frederick's of Hollywood Group Inc /Ny/), Financing Agreement (Movie Star Inc /Ny/)
Sharing of Payments, Etc. If Except as provided in Section 2.05 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 2 contracts
Sources: Financing Agreement (Chic by H I S Inc), Financing Agreement (Norton McNaughton Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment from any Group Member (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances or other amounts owing to it (other than pursuant to Section 2.092.05(b), 2.12 2.06, 2.07, 2.11(b), 2.12, 2.15, 2.18, 2.20 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lendersshare, such Lender shall forthwith purchase from the other Lenders such participations in the Advances or other amounts owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp)
Sharing of Payments, Etc. Each borrowing of Committed Loans from the Lenders under Section 2.01 will be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Committed Loans and each payment of interest on the Committed Loans will be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain any payment in respect of the Borrower's obligations under this Agreement, the Committed Loan Notes or the Competitive Bid Loan Notes (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable the share which it would have been entitled to receive had such payment been made to the Agent and applied pursuant to the terms of payments on account of the Advances obtained by all the LendersSection 2.13(d) hereof, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that but if all or any portion of such excess payment is thereafter afterward recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored, without interest, to the extent of such recovery together with an amount equal to such Lender's ratable share (according to recovery. Borrower authorizes the proportion of (a) the amount purchase of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower participations and agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, may exercise all its rights of to payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Extended Revolving Credit Agreement (Costco Wholesale Corp /New), Short Term Revolving Credit Agreement (Costco Wholesale Corp /New)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 or 8.04(c)2.15) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Electric Lightwave Inc), Credit Agreement (Trinova Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.12, 2.14, 2.20 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America)
Sharing of Payments, Etc. If any Lender shall obtain any payment or reduction (including, but not limited to, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligation of any Obligated Party hereunder or under any of the other Financing Documents (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments or reductions on account of the Advances such obligations obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders and the Administrative Agent of such receipt, and (ii) purchase from the other Lenders such participations in the Advances owing to them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them; , provided, howeverthat, that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing LenderLender or additional costs are incurred, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to or such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable additional costs, but without interest. Each Obligated Party, by the purchasing Lender in respect of the total amount so recovered. The Borrower entering into a Financing Document, further agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Credit Parties in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Aventine Renewable Energy Holdings Inc), Credit Agreement (Aventine Renewable Energy Holdings Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing Advances made by it to it the Borrower (other than pursuant to Section 2.092.02(b), 2.12 2.11, 2.14, or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all to the LendersBorrower, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Atlantic City Electric Co), Credit Agreement (Atlantic City Electric Co)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances or other amounts owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c10.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lendersshare, such Lender shall forthwith purchase from the other Lenders such participations in the Advances or other amounts owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Sears Roebuck Acceptance Corp), Credit Agreement (Kmart Holding Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Revolving Credit Advances owing to it (other than pursuant to Section 2.092.05(c), 2.12 2.07(c), 2.11, 2.14, 2.18(a) or 8.04(c9.04(d)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Hershey Foods Corp), 364 Day Credit Agreement (Hershey Foods Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance A Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.14, 2.18 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, however that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Supervalu Inc), Credit Agreement (Supervalu Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Loans owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances Loans obtained by all the Lenders, then such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.9 or any other provision of this Agreement may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of setoffto set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Network Commerce Inc), Credit Agreement (Coinstar Inc)
Sharing of Payments, Etc. Each borrowing of Loans from Lenders under Section 2.1 hereof will be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Loans and each payment of interest on the Loans will be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain any payment in respect of Borrower's obligations under this Agreement or the Notes (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable the share of payments on which it would have been entitled to receive had such payment been made to Agent for the account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that but if all or any portion of such excess payment is thereafter afterward recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored, without interest, to the extent of such recovery together with an amount equal to such Lender's ratable share (according to recovery. Borrower authorizes the proportion of (a) the amount purchase of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower participations and agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, may exercise all its rights of to payment (including the right of setoffset off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Micron Electronics Inc), Credit Agreement (Micron Electronics Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.16, 2.18(c) or 8.04(c8.04(b)) in excess of its ratable share of payments obtained by all the Lenders on account of the Advances obtained by all the LendersAdvances, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)
Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Amvescap PLC/London/), Credit Agreement (Amvescap PLC/London/)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 1 contract
Sources: Revolving Credit Agreement (Memc Electronic Materials Inc)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ▇▇▇▇▇▇’s ratable share (according to the proportion of (ai) the amount of such Lender's ▇▇▇▇▇▇’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.
Appears in 1 contract
Sharing of Payments, Etc. Each borrowing of Loans from the Lenders under Section 2.01 will be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Loans and each payment of interest on the Loans will be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain any payment in respect of the Borrower's obligations under this Agreement or the Notes (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable the share of payments on account of which it would have been entitled to receive had such payment been made to the Advances obtained by all the LendersAgent, such Lender shall forthwith notify the Agent and purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that but if all or any portion of such excess payment is thereafter afterward recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored, without interest, to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovery. The Borrower authorizes the purchase of such participations and agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, may exercise all its rights of to payment (including the right of setoffset off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 1 contract
Sources: Revolving Credit Agreement (Hollywood Entertainment Corp)
Sharing of Payments, Etc. (i) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Revolving Loans or Reimbursement Obligations owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances such Revolving Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase an assignment from the other Lenders entitled to such participations excess payments in the Advances owing to them Revolving Loans as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The .
(ii) Borrower agrees that any Lender so purchasing a participation an assignment from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.Subparagraph 2.09
Appears in 1 contract
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance A Advances owing to it (other than pursuant to Section 2.092.04(c), 2.12 2.07, 2.10 or 8.04(c)2.14) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 1 contract
Sources: Credit Agreement (Olin Corp)
Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.16 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 1 contract
Sources: Credit Agreement (Ies Utilities Inc)
Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09Sections 2.02(c), 2.05(d), 2.10, 2.12 or 8.04(c)8.04) in excess of its ratable share of payments on account of the Advances obtained by all the LendersBanks, such Lender Bank shall forthwith notify the Administrative Agent thereof and purchase from the other Lenders Banks such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender 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 LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender's Bank�s ratable share (according to the proportion of (ai) the amount of such Lender's Bank�s required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Each Borrower agrees that any Lender Bank so purchasing a participation from another Lender 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 setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the such Borrower in the amount of such participation.
Appears in 1 contract
Sources: Credit Agreement (Caterpillar Financial Services Corp)
Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Loans or Reimbursement Obligations owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances such Loans or Reimbursement Obligations obtained by all the LendersBanks entitled to such payments, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the Advances owing to them Loans or Reimbursement Obligations, as the case may be, as shall be necessary to cause such purchasing Lender 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 LenderBank, such purchase from each Lender shall be rescinded and such Lender each other Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lenderother Bank's ratable share (according to the proportion of (ai) the amount of such Lenderother Bank's required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Each Borrower agrees that any Lender Bank so purchasing a participation from another Lender 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 setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.Subparagraph 2.09
Appears in 1 contract
Sharing of Payments, Etc. If any Lender Purchaser shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to Purchases made by it (other than with respect to payments due to such Purchaser pursuant to Section 2.092.12, 2.12 2.13 or 8.04(c)2.14) in excess of its ratable share of payments on account of the Advances Purchases obtained by all the LendersPurchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Purchasers such participations interests in the Advances owing to Receivable Interests purchased by them as shall be necessary to cause such purchasing Lender Purchaser 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 LenderPurchaser, such purchase from each Lender other Purchaser shall be rescinded and such Lender other Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such recovery together with an amount equal to such Lenderother Purchaser's ratable share (according to the proportion of (ai) the amount of such Lenderother Purchaser's required repayment to (bii) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered. The Borrower Seller agrees that any Lender Purchaser so purchasing a participation an interest in Receivable Interests from another Lender Purchaser 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 setoffset-off) with respect to such participation interest in Receivable Interests as fully as if such Lender Purchaser were the direct creditor of the Borrower Seller in the amount of such participationinterest in Receivable Interests.
Appears in 1 contract
Sharing of Payments, Etc. If any Lender (a “Benefited Bank”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing any Loans or LC Loans (or interest thereon) owed to it (other than pursuant to Section 2.09it, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances such Loans or LC Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them Loans or LC Loans, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; and if after taking into account such participations the Benefited Bank continues to have access to additional funds of Borrower for application on account of its debt, then the Benefited Bank shall use such funds to reduce Indebtedness held by it and share such payments with the other Lenders; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ’s ratable share (according to the proportion of (ai) the amount of such other Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 1 contract
Sharing of Payments, Etc. If any Lender CP Conduit Purchaser or any Committed Purchaser (for purposes of this Section 2.15 only, a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of any interest in the Transferred Interest owned by it or its Term-out Period Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share Commitment Pro Rata Share of payments on account of any interest in the Advances Transferred Interest or its Term-out Period Advance obtained by all the LendersCP Conduit Purchasers and/or the Committed Purchasers entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders CP Conduit Purchasers and/or the Committed Purchasers entitled to a share of such amount participations in the Advances owing to them percentage interests owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share other Person’s Commitment Pro Rata Share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 1 contract
Sharing of Payments, Etc. If Except as provided in Section 2.03 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender 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, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
Appears in 1 contract
Sources: Credit Agreement (Progressive Gaming International Corp)