Sharing of Payments, Etc Sample Clauses: 7k Samples

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 12 contracts

Sources: Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 8 contracts

Sources: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~9.10) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 7 contracts

Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 6 contracts

Sources: Credit Agreement (Central Tractor Farm & Country Inc), Credit Agreement (Glenoit Asset Corp), Credit Agreement (Central Tractor Farm & Country Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 6 contracts

Sources: Credit Agreement (American Campus Communities Inc), Revolving Credit Agreement (Sunstone Hotel Investors, Inc.), Revolving Credit Agreement (Digital Realty Trust, Inc.)

Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~set‑off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of ~~set-off~~set‑off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 5 contracts

Sources: Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.)

Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-~~set off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 5 contracts

Sources: Credit Agreement (Campus Crest Communities, Inc.), Credit Agreement (Campus Crest Communities, Inc.), Credit Agreement (Campus Crest Communities, Inc.)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 5 contracts

Sources: Credit Agreement (Amf Group Inc), Credit Agreement (Amf Bowling Inc), Credit Agreement (Steel Dynamics Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided, further, that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by an Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 4 contracts

Sources: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)

Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~set‑off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~10.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 4 contracts

Sources: Credit Agreement (Hersha Hospitality Trust), Credit Agreement (Hersha Hospitality Trust), Credit Agreement (Hersha Hospitality Trust)

Sharing of Payments, Etc. If any ~~Lender Party~~ Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~11.14 (Sale and Assignment)) (a) on account of Obligations due and payable to such ~~Lender Party~~ Bank hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Banks hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Banks at such time or (b) on account of Obligations owing (but not due and payable) to such ~~Lender Party~~ Bank hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Banks at such time, such ~~Lender Party~~ Bank shall forthwith purchase from the other ~~Lender Parties~~ Banks such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing ~~Lender Party~~ Bank to share the excess payment ratably with each of them; ~~provided, however,~~ provided that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Bank, such purchase from each other ~~Lender Party~~ Bank shall be rescinded and such other ~~Lender Party~~ Bank shall repay to the purchasing ~~Lender Party~~ Bank the purchase price to the extent of such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the purchase price paid to such ~~Lender Party~~ Bank to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Banks) of such recovery together with an amount equal to such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Bank’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Bank) of any interest or other amount paid or payable by the purchasing ~~Lender Party~~ Bank in respect of the total amount so recovered; provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Bank shall be shared on a pro rata basis only with other Banks. The ~~Loan Parties agree~~ Borrower agrees that any ~~Lender Party~~ Bank so purchasing an interest or participating interest from another ~~Lender Party~~ Bank pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such ~~Lender Party~~ Bank were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 4 contracts

Sources: Credit Agreement (Southern Union Co), Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Panhandle Eastern Pipe Line Co Lp)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered; provided, further, that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by an Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 4 contracts

Sources: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)

Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 4 contracts

Sources: Credit Agreement (Five Star Senior Living Inc.), Credit Agreement (Five Star Quality Care, Inc.), Credit Agreement (Easterly Government Properties, Inc.)

Sharing of Payments, Etc. If any ~~Lender Party~~ Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of ~~Obligations~~ obligations due and payable to such ~~Lender Party~~ Bank hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i) the amount of such ~~Obligations~~ obligations due and payable to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the ~~Obligations~~ obligations due and payable to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the ~~Obligations~~ obligations due and payable to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time obtained by all the ~~Lender Parties~~ Banks at such time or (b) on account of ~~Obligations~~ obligations owing (but not due and payable) to such ~~Lender Party~~ Bank hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i) the amount of such ~~Obligations~~ obligations owing to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the ~~Obligations~~ obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the ~~Obligations~~ obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time obtained by all of the ~~Lender Parties~~ Banks at such time, such ~~Lender Party~~ Bank shall forthwith purchase from the other ~~Lender Parties~~ Banks such interests or participating interests in the ~~Obligations~~ obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing ~~Lender Party~~ Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Bank, such purchase from each other ~~Lender Party~~ Bank shall be rescinded and such other ~~Lender Party~~ Bank shall repay to the purchasing ~~Lender Party~~ Bank the purchase price to the extent of such ~~Lender Party’s~~ Bank's ratable share (according to the proportion of (i) the purchase price paid to such ~~Lender Party~~ Bank to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Banks) of such recovery together with an amount equal to such ~~Lender Party’s~~ Bank's ratable share (according to the proportion of (i) the amount of such other ~~Lender Party’s~~ Bank's required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Bank) of any interest or other amount paid or payable by the purchasing ~~Lender Party~~ Bank in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Account Party agrees that any ~~Lender Party~~ Bank so purchasing an interest or participating interest from another ~~Lender Party~~ Bank pursuant to this Section ~~2.13~~ 2.09 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such ~~Lender Party~~ Bank were the direct creditor of ~~the Loan Parties~~ such Account Party in the amount of such interest or participating interest, as the case may be.

Appears in 4 contracts

Sources: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)

Sharing of Payments, Etc. If (a) Subject to the priority of payments specifically set forth herein or in any other Loan Document and subject to the provisions of Sections 2.15, 2.20 and 8.07(f)(vi) hereof, if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-~~set off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest~~participation. Notwithstanding anything herein to the contrary, as the ~~case may be~~foregoing provisions of this Section 2.13 shall be subject to the provisions of Section 2.20.

Appears in 4 contracts

Sources: Senior Secured Debtor in Possession Credit Agreement (Accuride Corp), Convertible Notes Commitment Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any ~~payment (~~payment, whether voluntary, involuntary, through the exercise of any right of set-off, or ~~otherwise,~~ otherwise (other than ~~as a result of an assignment~~ pursuant to Section ~~9.07)~~ 2.10, 2.12, 10.04 or 10.07), (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, ~~that~~ that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest~~participation. Notwithstanding the foregoing, as this Section 2.13 shall not apply to the ~~case may be~~repayment of any Non-rollup Revolving Credit Advances pursuant to the second sentence of Section 2.04(b).

Appears in 4 contracts

Sources: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP), Senior Secured Debtor in Possession Credit Agreement, Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 4 contracts

Sources: Credit Agreement (Affordable Residential Communities Inc), Credit Agreement (American Campus Communities Inc), Credit Agreement (Maguire Properties Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ~~ratable share~~ Pro Rata Share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such ~~time~~ time, or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ~~ratable share~~ Pro Rata Share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the ~~Obligations~~ Obligations, as the case may be, due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i1) the purchase price paid to such Lender Party to (ii2) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (ix) the amount of such other Lender Party’s required repayment to (iiy) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Credit Agreement (American Campus Communities Operating Partnership LP), Credit Agreement (American Campus Communities Operating Partnership LP), Credit Agreement (American Campus Communities Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Term Loan Credit Agreement (Express Parent LLC), Term Loan Credit Agreement (Express Parent LLC), Second Lien Credit Agreement (Metrologic Instruments Inc)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) ), (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the other Loan Documents ~~at such time~~ in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party at such time~~ to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations ~~due and payable or owing to them, as the case may be,~~ as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The Loan Parties agree that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Senior Secured Term Loan Credit Agreement (U.S. Well Services, Inc.), Senior Secured Term Loan Credit Agreement (U.S. Well Services, Inc.), Senior Secured Term Loan Credit Agreement (U.S. Well Services, Inc.)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The Loan Parties agree that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Asset Based Term Loan Agreement (Express, Inc.), Asset Based Term Loan Agreement (Express, Inc.), Second Lien Credit Agreement (US Power Generating CO)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party hereunder and under the Notes and the other Loan Documents at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~setoff, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party ~~hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties ~~hereunder and under the other Loan Documents~~ at such time) of payments on account of the Obligations due and payable to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party ~~hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all Lender Parties) of such ~~recovery~~ recovery, together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i1) the amount of such other Lender Party’s required repayment to (ii2) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower hereby agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.14 may, to the fullest extent permitted by under applicable law, exercise all its rights of payment (including the right of ~~set-off~~setoff) with respect to such an interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such an interest or participating interest~~, as the case may be~~.

Appears in 3 contracts

Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the ~~Obligations~~ obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Credit Agreement (Alliance Resource Partners Lp), Credit Agreement (Alliance Holdings GP, L.P.), Credit Agreement (Alliance Resource Partners Lp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered, provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Credit Agreement (Grubb & Ellis Co), Credit Agreement (Grubb & Ellis Co), Credit Agreement (Grubb & Ellis Co)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Credit Agreement (CBRL Group Inc), Credit Agreement (CBRL Group Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder ~~and~~ or under ~~the other Loan Documents~~ any Note at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder ~~and~~ or under ~~the other Loan Documents~~ any Note at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ other Lender's ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (i) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 3 contracts

Sources: Senior Secured Loan Agreement (Ugly Duckling Corp), Senior Secured Loan Agreement (Ugly Duckling Corp), Senior Secured Loan Agreement (Drivetime Automotive Group Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any ~~payment (~~payment, whether voluntary, involuntary, through the exercise of any right of ~~set-~~set off, or ~~otherwise,~~ otherwise (other than ~~as a result of an assignment~~ pursuant to Section 2.10, 2.12, 9.04 or 9.07) ), (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 9.04 or 9.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time (other than pursuant to Section 2.10, 2.12, 9.04 or 9.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 9.04 or 9.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, ~~that~~ that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 3 contracts

Sources: Credit and Guaranty Agreement (Dana Inc), Revolving Credit and Guaranty Agreement (Dana Holding Corp), Revolving Credit and Guaranty Agreement (Dana Holding Corp)

Sharing of Payments, Etc. If (a) Sharing Within Each Facility. Subject to the provisions of Section 2.11(f), if, in connection with any particular Facility, any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party ~~hereunder and~~ with respect to such Facility under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all applicable Lender Parties ~~hereunder and~~ with respect to such Facility under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations due and payable to all such applicable Lender Parties ~~hereunder and~~ under the ~~other~~ Loan Documents at such time obtained by all ~~the~~ such applicable Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party ~~hereunder and~~ under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all such applicable Lender Parties hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the Obligations owing (but not due and payable) to all such applicable Lender Parties ~~hereunder and~~ under the ~~other~~ Loan Documents at such time obtained by all of ~~the~~ such applicable Lender Parties at such time, such Lender Party shall forthwith purchase from ~~the~~ such other applicable Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all applicable Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.13(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of ~~Obligations~~ obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such ~~Obligations~~ obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the ~~Obligations~~ obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the ~~Obligations~~ obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of ~~Obligations~~ obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such ~~Obligations~~ obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the ~~Obligations~~ obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the ~~Obligations~~ obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the ~~Obligations~~ obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 3 contracts

Sources: Credit Agreement (Ace LTD), Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)

Sharing of Payments, Etc. If any Lender ~~Party shall obtain~~ obtains at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Credit Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Revolving Credit Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Credit Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Credit Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Revolving Credit Notes at such time) of payments on account of the Credit Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Revolving Credit Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Credit Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Revolving Credit Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Credit Obligations owing (but not due and payable) to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Credit Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Revolving Credit Notes at such time) of payments on account of the Credit Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Revolving Credit Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party shall~~ will forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Credit Obligations due and payable or owing (but not due and payable) to them, as the case may be, as ~~shall~~ will be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party shall~~ will be rescinded and each such other Lender ~~Party shall~~ will repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 4.6 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 3 contracts

Sources: Senior Unsecured Revolving Credit Agreement (Ch2m Hill Companies LTD), Senior Unsecured Revolving Credit Agreement (Ch2m Hill Companies LTD), Senior Unsecured Revolving Credit Agreement (Ch2m Hill Companies LTD)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, ) distributed other than ~~as a result~~ in accordance with the provisions of ~~an assignment pursuant to Section 9.07)~~ this Agreement: (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time obtained by all the ~~Lender Parties~~ Lenders at such ~~time or~~ time; or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; ~~provided, however,~~ provided that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~other Lender’s ratable share (according to the proportion of (ix) the purchase price paid to such Lender ~~Party~~ to (iiy) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (iA) the amount of such other ~~Lender Party~~Lender’s required repayment to (iiB) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Agco Corp /De), Credit Agreement (Agco Corp /De)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-~~set off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Lender shall be shared on a pro rata basis only with other Lenders. ~~The~~ Each of the Loan Parties ~~agree~~ agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the respective Loan ~~Parties~~ Party in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Second Lien Credit Agreement (U S Energy Systems Inc), First Lien Credit Agreement (U S Energy Systems Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any ~~payment (~~payment, whether voluntary, involuntary, through the exercise of any right of set-off, or ~~otherwise,~~ otherwise (other than ~~as a result of an assignment~~ pursuant to Section ~~9.07)~~ 2.11, 2.13, 10.04 or 10.07), (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time (other than pursuant to Section 2.11, 2.13, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time (other than pursuant to Section 2.11, 2.13, 10.04 or 10.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.11, 2.13, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations under the Loan Documents due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, ~~that~~ that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP), Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the Notes and the other Loan Documents at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the Notes and the other Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be. Notwithstanding anything to the contrary in this section, the provisions of this section shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or Commitments to any assignee or participant in accordance with the terms of this Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Ntelos Holdings Corp), Credit Agreement (Ntelos Holdings Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (International Rectifier Corp /De/), Credit Agreement (Safety 1st Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~setoff, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; ~~provided~~PROVIDED, ~~however~~HOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of ~~set-off~~setoff) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Ipc Information Systems Inc), Credit Agreement (Ipc Communications Inc /De/)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such interest or participating interest, as the case may be. No exchange of a Rollover Loan for an Exchange Note pursuant to Section 2.03(d) shall be deemed to be a payment on account of such Rollover Loan for purposes of this Section 2.11, and no Lender shall be obligated under this Section 2.11 to share any payment in respect of any Rollover Loan with any holder of an Exchange Note in its capacity as such.

Appears in 2 contracts

Sources: Bridge Loan Agreement (Building Materials Manufacturing Corp), Bridge Loan Agreement (BMCA Acquisition Sub Inc.)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~setoff, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07) (a~~) on account of the Obligations ~~due and payable~~ of the Borrowers to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents at such time~~ Notes in excess of (a) its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations of the Borrowers due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) ~~on account of~~ if no such Obligations ~~owing (but not~~ are due and ~~payable) to such Lender Party hereunder and under the other Loan Documents~~ payable at such ~~time in excess of~~ time, its ratable share (according to the proportion of (iA) the amount of such Obligations ~~owing~~ of the Borrowers to such Lender ~~Party~~ at such time to (iiB) the aggregate amount of the Obligations ~~owing (but not due and payable)~~ of the Borrowers to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations ~~owing (but not due and payable)~~ of the Borrowers to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all ~~of the Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Obligations ~~due~~ of the Borrowers hereunder and ~~payable or~~ under the Notes owing to ~~them, as the case may be,~~ them as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ other Lender's ratable share (according to the proportion of (i1) the purchase price paid to such Lender ~~Party~~ to (ii2) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (ix) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (iiy) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of ~~set-off~~setoff) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Term Credit Agreement (General Nutrition Companies Inc), Credit Agreement (General Nutrition Companies Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~12.06) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 5.07 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Enviva Partners, LP), Credit and Guaranty Agreement (Enviva Partners, LP)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Stage Stores Inc), Debtor in Possession Credit Agreement (Stage Stores Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Trump Entertainment Resorts Holdings Lp), Senior Revolving Credit Agreement (Adams Respiratory Therapeutics, Inc.)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Term Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Itc Deltacom Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or ~~otherwise~~otherwise (including through the exercise of remedies against any Guarantor that is not an Eligible Guarantor)), other than as a result of an assignment pursuant to Section ~~9.07)~~ 10.07 (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such ~~time~~ time, or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party ~~shall~~ shall, to the extent that this provision does not impair the legality under applicable Laws of the Guaranty or otherwise violate applicable law, forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; and provided further that, so long as the Advances shall not have become due and payable pursuant to Section 7.01, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Polycom Inc), Credit Agreement (Neustar Inc)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and ~~under~~ the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Term Loan Agreement (Building Materials Manufacturing Corp), Term Loan Agreement (BMCA Acquisition Sub Inc.)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party hereunder and under the Notes at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Sodexho Alliance S A), Credit Agreement (Sodexho Mariott Services Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such ~~time~~ time, to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents ~~at such time obtained by all of the Lender Parties~~ at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Special Letter of Credit Facility Agreement (Dynegy Inc /Il/), First Lien Letter of Credit Facility Agreement (Dynegy Inc /Il/)

Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~set‑off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~10.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Term Loan Agreement (Hersha Hospitality Trust), Term Loan Agreement (Hersha Hospitality Trust)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Uniroyal Chemical Co Inc), Credit Agreement (Crompton & Knowles Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Broadwing Communications Inc), Credit Agreement (Broadwing Inc)

Sharing of Payments, Etc. If any ~~Lender Party~~ Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of ~~Obligations~~ obligations due and payable to such ~~Lender Party~~ Bank hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i) the amount of such ~~Obligations~~ obligations due and payable to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the ~~Obligations~~ obligations due and payable to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the ~~Obligations~~ obligations due and payable to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time obtained by all the ~~Lender Parties~~ Banks at such time or (b) on account of ~~Obligations~~ obligations owing (but not due and payable) to such ~~Lender Party~~ Bank hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i) the amount of such ~~Obligations~~ obligations owing to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the ~~Obligations~~ obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the ~~Obligations~~ obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time obtained by all of the ~~Lender Parties~~ Banks at such time, such ~~Lender Party~~ Bank shall forthwith purchase from the other ~~Lender Parties~~ Banks such interests or participating interests in the ~~Obligations~~ obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing ~~Lender Party~~ Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Bank, such purchase from each other ~~Lender Party~~ Bank shall be rescinded and such other ~~Lender Party~~ Bank shall repay to the purchasing ~~Lender Party~~ Bank the purchase price to the extent of such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the purchase price paid to such ~~Lender Party~~ Bank to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Banks) of such recovery together with an amount equal to such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Bank’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Bank) of any interest or other amount paid or payable by the purchasing ~~Lender Party~~ Bank in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Account Party agrees that any ~~Lender Party~~ Bank so purchasing an interest or participating interest from another ~~Lender Party~~ Bank pursuant to this Section ~~2.13~~ 2.09 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such ~~Lender Party~~ Bank were the direct creditor of ~~the Loan Parties~~ such Account Party in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)

Sharing of Payments, Etc. If Subject to the provisions of §12.5, if any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-~~set off, or otherwise, other than as a result of an assignment pursuant to ~~Section 9.07~~§18) (ai) on account of Obligations due and payable to such Lender ~~Party hereunder and~~ under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (iiy) the aggregate amount of the Obligations due and payable to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time obtained by all ~~the Lender Parties~~ Lenders at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender ~~Party hereunder and~~ under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (ix) the purchase price paid to such Lender ~~Party~~ to (iiy) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (ix) the amount of such other ~~Lender Party~~Lender’s required repayment to (iiy) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this ~~Section 2.13~~ §3.6(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such ~~Lender Party~~ Lender` were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Independence Realty Trust, Inc.), Credit Agreement (Independence Realty Trust, Inc.)

Sharing of Payments, Etc. If any ~~Lender Party~~ Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~12.14 (Sale and Assignment)) (a) on account of Obligations due and payable to such ~~Lender Party~~ Bank hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Banks hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Banks at such time or (b) on account of Obligations owing (but not due and payable) to such ~~Lender Party~~ Bank hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Banks at such time, such ~~Lender Party~~ Bank shall forthwith purchase from the other ~~Lender Parties~~ Banks such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing ~~Lender Party~~ Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Bank, such purchase from each other ~~Lender Party~~ Bank shall be rescinded and such other ~~Lender Party~~ Bank shall repay to the purchasing ~~Lender Party~~ Bank the purchase price to the extent of such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the purchase price paid to such ~~Lender Party~~ Bank to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Banks) of such recovery together with an amount equal to such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Bank’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Bank) of any interest or other amount paid or payable by the purchasing ~~Lender Party~~ Bank in respect of the total amount so recovered; provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Bank shall be shared on a pro rata basis only with other Banks. The ~~Loan Parties agree~~ Borrower agrees that any ~~Lender Party~~ Bank so purchasing an interest or participating interest from another ~~Lender Party~~ Bank pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or NEWY1\8114089.7 participating interest, as the case may be, as fully as if such ~~Lender Party~~ Bank were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07)~~ 10.07 other than to a Credit Party as assignee (ai) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (iiy) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (ix) the purchase price paid to such Lender ~~Party~~ to (iiy) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (ix) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (iiy) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan~~ Credit Parties agree that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan~~ Credit Parties in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement (AbitibiBowater Inc.), Credit Agreement (AbitibiBowater Inc.)

Sharing of Payments, Etc. If any of the Lender ~~Party~~ Parties shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~setoff, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party ~~hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all of the Lender Parties ~~hereunder and under the other Loan Documents~~ at such time) of payments on account of the Obligations due and payable to all of the Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all of the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party ~~hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all of the Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all of the Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each of the other Lender ~~Party~~ Parties shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all of the Lender Parties) of such ~~recovery~~ recovery, together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i1) the amount of such other Lender Party’s 's required repayment to (ii2) the total amount so recovered from the purchasing Lender Party) of any such interest or participating interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower hereby agrees that any of the Lender ~~Party~~ Parties so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.14 may, to the fullest extent permitted by under applicable law, exercise all its rights of payment (including the right of ~~set-off~~setoff) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Caremark Rx Inc), Credit Agreement (Caremark Rx Inc)

Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~set‑off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of ~~set-off~~set‑off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Term Loan Agreement (Easterly Government Properties, Inc.), Term Loan Agreement (Easterly Government Properties, Inc.)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes and under any Bankers' Acceptances at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes and under any Bankers' Acceptances at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes and under any Bankers' Acceptances at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes and under any Bankers' Acceptances at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes and under any Bankers' Acceptances at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes and under any Bankers' Acceptances at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Crompton & Knowles Corp), Credit Agreement (Uniroyal Chemical Co Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the ~~amount~~ Dollar Amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate ~~amount~~ Dollar Amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the ~~amount~~ Dollar Amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate ~~amount~~ Dollar Amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the ~~amount~~ Dollar Amount of such other Lender Party’s required repayment to (ii) the total ~~amount~~ Dollar Amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; ~~provided~~PROVIDED, ~~however~~HOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Accuride Corp), Credit Agreement (Accuride Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)

Sharing of Payments, Etc. If Subject to the provisions of §12.5, if any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to ~~Section 9.07)~~ §18 (ai) on account of Obligations due and payable to such Lender ~~Party hereunder and~~ under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (iiy) the aggregate amount of the Obligations due and payable to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time obtained by all ~~the Lender Parties~~ such Lenders at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender ~~Party hereunder and~~ under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time obtained by all ~~of the Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from ~~the~~ such other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (ix) the purchase price paid to such Lender ~~Party~~ to (iiy) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (ix) the amount of such other ~~Lender Party~~Lender’s required repayment to (iiy) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this ~~Section 2.13~~ §3.6(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Term Loan Agreement (Independence Realty Trust, Inc.), Term Loan Agreement (Independence Realty Trust, Inc.)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Building Materials Manufacturing Corp), Credit Agreement (Building Materials Corp of America)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~setoff, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party ~~hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 8.04 or 8.07) 45 50 to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties ~~hereunder and under the other Loan Documents~~ at such time) of payments on account of the Obligations due and payable to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party ~~hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion ~~of (i~~of(i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all Lender Parties) of such ~~recovery~~ recovery, together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i1) the amount of such other Lender Party’s 's required repayment to (ii2) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower hereby agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted ~~by law~~under applicable Requirements of Law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Medcath Corp), Credit Agreement (Medcath Corp)

Appears in 2 contracts

Sources: Senior Secured Debtor in Possession Credit Agreement (Dana Corp), Senior Secured Debtor in Possession Credit Agreement (Worldcom Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, ) (other than ~~as a result of an assignment~~ pursuant to Section ~~9.07)~~ 2.10, 2.12, 8.04 or 8.07 hereof and other than in respect of payments made in respect of the Swing Line Advances pursuant to the Cash Management Documentation) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Shoneys Inc), Credit Agreement (Shoneys Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; ~~provided~~PROVIDED, ~~however~~HOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Microage Inc /De/), Debtor in Possession Credit Agreement (Microage Inc /De/)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Maguire Properties Inc), Credit Agreement (Maguire Properties Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain ~~at any time~~ any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of ~~Obligations due and payable~~ obligations owing to such Lender Party hereunder and under the ~~other Loan Documents at such time~~ Notes in excess of its ratable share ~~(according to the proportion~~ of ~~(i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount~~ payments on account of the Obligations ~~due and payable~~ owing to all Lender Parties hereunder and under the ~~other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations ~~due and payable or~~ owing to ~~them, as the case may be,~~ them as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each ~~other~~ Lender Party shall be rescinded and such ~~other~~ Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such ~~Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such~~ recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such ~~other~~ Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Paxar Corp), Credit Agreement (Paxar Corp)

Sharing of Payments, Etc. If any ~~Lender Party~~ of the Lenders shall ------------------------ obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off,~~ setoff or otherwise~~, other than as a result of an assignment pursuant to Section 9.07) (a~~) on account of (a) Obligations due and payable to such Lender ~~Party hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time (other than pursuant to Section 2.09, 2.11, 9.04, 9.05 or 9.08) to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties hereunder~~ of the Lenders under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties hereunder~~ of the Lenders under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time or (b) ~~on account of~~ Obligations owing (but not due and payable) to such Lender ~~Party hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not yet due and payable) to such Lender ~~Party~~ at such time (other than pursuant to Section 2.09, 2.11, 9.04, 9.05 or 9.08) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder~~ of the Lenders under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder~~ of the Lenders under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each of the other ~~Lender Party~~ Lenders shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ other Lender's ratable share (according to the proportion of (iA) the purchase price paid to such other Lender ~~Party~~ to (iiB) the aggregate purchase price paid to all ~~Lender Parties~~of the Lenders) of such ~~recovery~~ recovery, together with an amount equal to such ~~Lender Party’s~~ other Lender's ratable share (according to the proportion of (i1) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (ii2) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each of the Borrowers hereby agrees that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by applicable law, exercise all of its rights of payment (~~including~~ including, without limitation, the right of ~~set-off~~setoff) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Fox Television Stations Inc /De/), Credit Agreement (Fox Television Stations Inc /De/)

Sharing of Payments, Etc. If any Lender Party shall obtain at ------------------------ any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~setoff, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party ~~hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties ~~hereunder and under the other Loan Documents~~ at such time) of payments on account of the Obligations due and payable to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party ~~hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties ~~hereunder~~ under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all Lender Parties) of such ~~recovery~~ recovery, together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i1) the amount of such other Lender Party’s 's required repayment to (ii2) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower hereby agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.14 may, to the fullest extent permitted by under applicable law, exercise all its rights of payment (including the right of ~~set-off~~setoff) with respect to such an interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such an interest or participating interest~~, as the case may be~~.

Appears in 2 contracts

Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any ~~payment (~~payment, whether voluntary, involuntary, through the exercise of any right of set-off, or ~~otherwise,~~ otherwise (other than ~~as a result of an assignment~~ pursuant to Section 2.09, 2.11, 9.04 or 9.07) ), (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time (other than pursuant to Section 2.09, 2.11, 9.04 or 9.07) to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time (other than pursuant to Section 2.09, 2.11, 9.04 or 9.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time (other than pursuant to Section 2.09, 2.11, 9.04 or 9.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Obligations under the Loan Documents due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, ~~that~~ that, if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Senior Secured Term Facility Credit Agreement (Chemtura CORP), Senior Secured Term Facility Credit Agreement (Chemtura CORP)

Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be. The provisions of this Section 2.13 shall be subject to the provisions of Section 9.10(a)(ii).

Appears in 2 contracts

Sources: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (ai) on account of Obligations due and payable to such Lender Party hereunder ~~and~~ or under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations due and payable to such Lender Party at such time to (iiy) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder ~~and~~ or under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations owing to such Lender Party at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and each such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (ix) the purchase price paid to such Lender Party to (iiy) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (ix) the amount of such other Lender Party’s 's required repayment to (iiy) the total amount ~~so recovered from~~ of such required repayments to the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Audio Book Club Inc), Credit Agreement (Team Health Inc)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (iA) the purchase price paid to such Lender ~~Party~~ to (iiB) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (iI) the amount of such other ~~Lender Party~~Lender’s required repayment to (iiII) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be. Each of the Extending Lenders hereby acknowledges and agrees that principal repayments made to the Non-Extending Lenders on the Termination Date applicable to Non-Extending Lenders (and not also applicable to the Extending Lenders) shall not be subject to the share provisions of this Section.

Appears in 2 contracts

Sources: Credit Agreement (Alliance Resource Partners Lp), Credit Agreement (Alliance Holdings GP, L.P.)

Sharing of Payments, Etc. If Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~10.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Hersha Hospitality Trust), Credit Agreement (Hersha Hospitality Trust)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Advance Paradigm Inc), Credit Agreement (Servico Market Center Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party hereunder and under the Notes at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Credit Agreement (Sodexho Alliance S A), Credit Agreement (Sodexho Mariott Services Inc)

Sharing of Payments, Etc. If Subject to the provisions of §12.5, if any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-~~set off, or otherwise, other than as a result of an assignment pursuant to ~~Section 9.07~~§18) (ai) on account of Obligations due and payable to such Lender ~~Party hereunder and~~ under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (iiy) the aggregate amount of the Obligations due and payable to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time obtained by all ~~the Lender Parties~~ Lenders at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender ~~Party hereunder and~~ under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder and~~ Lenders under the ~~other~~ Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (ix) the purchase price paid to such Lender ~~Party~~ to (iiy) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (ix) the amount of such other ~~Lender Party~~Lender’s required repayment to (iiy) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. ~~The Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this ~~Section 2.13~~ §3.6(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such ~~Lender Party~~ Lender` were the direct creditor of ~~the Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Sources: Credit Agreement (Independence Realty Trust, Inc.), Credit Agreement (Independence Realty Trust, Inc.)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any ~~payment (~~payment, whether voluntary, involuntary, through the exercise of any right of ~~set-~~set off, or ~~otherwise,~~ otherwise (other than ~~as a result of an assignment~~ pursuant to Section ~~9.07)~~ 2.10, 2.12, 10.04 or 10.07), (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, ~~that~~ that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 2 contracts

Sources: Revolving Credit and Guaranty Agreement (Dana Holding Corp), Revolving Credit and Guaranty Agreement (Dana Holding Corp)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Sources: Senior Secured Term Loan Agreement (American Campus Communities Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes, in respect of any Bankers' Acceptances or BA Equivalent Advances and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party and under any Bankers' Acceptances and BA Equivalent Advances at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes, under any Bankers' Acceptances and BA Equivalent Advances and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes and under any Bankers' Acceptances and BA Equivalent Advances at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes, under any Bankers' Acceptances and BA Equivalent Advances and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes, under any Bankers' Acceptances and BA Equivalent Advances and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes and under any Bankers' Acceptances and BA Equivalent Advances at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders; provided, further, that to the extent any such excess payment was received by such Lender Party due to an error of the Administrative Agent, such Lender shall forward such excess payment back to the Administrative Agent for proper disbursement. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Sources: Credit Agreement (Laidlaw International Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations 45 in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ~~ratably~~ with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Sources: Credit Agreement (Afa Products Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by ~~law~~Applicable Law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.. Notwithstanding anything to the contrary in this section, the provisions of this section shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or Commitments or participations in Swing Line Advances and Letter of Credit Advances to any assignee or participant in accordance with the terms of this Agreement

Appears in 1 contract

Sources: Credit Agreement (Lumos Networks Corp.)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under ~~the other Loan Documents~~ any Bankers' Acceptances at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under ~~the other Loan Documents~~ any Bankers' Acceptances at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under ~~the other Loan Documents~~ any Bankers' Acceptances at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under ~~the other Loan Documents~~ any Bankers' Acceptances at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under ~~the other Loan Documents~~ any Bankers' Acceptances at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under ~~the other Loan Documents~~ any Bankers' Acceptances at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of ~~set-~~set- off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Sources: Credit Agreement (Crompton & Knowles Corp)

Sharing of Payments, Etc. If Subject to the priority of payments specifically set forth herein or in any other Loan Document in respect of the Collateral or the Subsidiary Guaranty and subject to the provisions of Section 9.07(g)(vi) hereof, if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other~~ Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other~~ Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Sources: Credit Agreement (Accuride Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or ~~otherwise, other than as a result of an assignment pursuant to Section 9.07)~~ otherwise (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party hereunder and under the Notes and the other Loan Documents at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, (A) so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders and (B) the provisions of this Section shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary thereof. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be. Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement, the Borrower may extend the final maturity of Advances and/or Revolving Credit Commitments in connection with an Extension that is permitted under Section 2.20 without being obligated to effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension shall constitute a payment or prepayment of any Advances, for purposes of this Section 2.13) without giving rise to any violation of this Section 2.13 or any other provision of this Agreement. Furthermore, the Borrower may take all actions contemplated by Section 2.20 in connection with any Extension (including modifying pricing and repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.13 or any other provision of this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Kansas City Southern)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or ~~otherwise~~otherwise (including pursuant to Section 8.05, but other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ~~ratable share~~ Pro Rata Share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ~~ratable share~~ Pro Rata Share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time), such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; ~~provided~~PROVIDED, ~~however~~HOWEVER, ~~that~~ that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party~~’s ratable share~~ 's Pro Rata Share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party~~’s ratable share~~ 's Pro Rata Share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Sources: Credit Agreement (Boca Resorts Inc)

Sharing of Payments, Etc. If any Lender Party shall ------------------------ obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such -------- ------- excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such other Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Sources: Credit Agreement (Smart & Final Inc/De)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (ai) on account of Obligations due and payable to such Lender Party hereunder ~~and~~ or under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations due and payable to such Lender Party at such time to (iiy) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder ~~and~~ or under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations owing to such Lender Party at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; ~~provided~~PROVIDED, ~~however~~HOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and each such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (ix) the purchase price paid to such Lender Party to (iiy) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.recovery

Appears in 1 contract

Sources: Credit Agreement (Mosler Inc)

Sharing of Payments, Etc. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders based on its Pro Rata Share of such payment received by the Administrative Agent. (b) If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, ) distributed other than as in accordance with the provisions of this Agreement (including the application of funds arising from the existence of a ~~result of an assignment pursuant to Section 9.07~~Defaulting Lender) (ai) on account of Obligations due and payable to such Lender ~~Party~~ hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i1) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii2) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time obtained by all the ~~Lender Parties~~ Lenders at such ~~time~~ time; or (bii) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i1) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii2) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder ~~and under the other Loan Documents~~ at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; ~~provided, however,~~ provided that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~other Lender’s ratable share (according to the proportion of (ix) the purchase price paid to such Lender ~~Party~~ to (iiy) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (iA) the amount of such other ~~Lender Party~~Lender’s required repayment to (iiB) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Sources: Credit Agreement (Agco Corp /De)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the ~~amount~~ Dollar Amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate ~~amount~~ Dollar Amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the ~~amount~~ Dollar Amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate ~~amount~~ Dollar Amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the ~~amount~~ Dollar Amount of such other Lender Party’s 's required repayment to (ii) the total ~~amount~~ Dollar Amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Sources: Credit Agreement (Esterline Technologies Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Sources: Credit Agreement (Uniroyal Chemical Co Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; and provided further that, so long as the Advances shall not have become due and payable pursuant to Section 6.01, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by applicable law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Sources: Credit Agreement (Td Ameritrade Holding Corp)

Sharing of Payments, Etc. If any ~~Lender Party~~ Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~12.14 (Sale and Assignment)) (a) on account of Obligations due and payable to such ~~Lender Party~~ Bank hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Banks hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Banks at such time or (b) on account of Obligations owing (but not due and payable) to such ~~Lender Party~~ Bank hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Banks at such time, such ~~Lender Party~~ Bank shall forthwith purchase from the other ~~Lender Parties~~ Banks such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing ~~Lender Party~~ Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Bank, such purchase from each other ~~Lender Party~~ Bank shall be rescinded and such other ~~Lender Party~~ Bank shall repay to the purchasing ~~Lender Party~~ Bank the purchase price to the extent of such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the purchase price paid to such ~~Lender Party~~ Bank to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Banks) of such recovery together with an amount equal to such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Bank’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Bank) of any interest or other amount paid or payable by the purchasing ~~Lender Party~~ Bank in respect of the total amount so recovered; provided, further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Bank shall be shared on a pro rata basis only with other Banks. The ~~Loan Parties agree~~ Borrower agrees that any ~~Lender Party~~ Bank so purchasing an interest or participating interest from another ~~Lender Party~~ Bank pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such ~~Lender Party~~ Bank were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Sources: Credit Agreement (Southern Union Co)

Sharing of Payments, Etc. If (x) any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents at such time obtained by all the Lender Parties~~ Notes at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all ~~of the Lender Parties~~ Lenders at such time, then (y) such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Obligations due and payable ~~or owing~~ to ~~them, as the case may be,~~ them as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ other Lender's ratable share (according to the proportion of (iw) the purchase price paid to such Lender ~~Party~~ to (iiz) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (iA) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (iiB) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of to the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.9 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Sources: Credit Agreement (Sunshine Mining & Refining Co)

Sharing of Payments, Etc. If any Lender Party shall ------------------------ obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, -------- however, that if all or any portion of such excess payment is thereafter ------- recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (i) the amount of such other Lender Party’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided -------- further that, so long as the Obligations under the Loan Documents shall not have ------- been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Sources: Credit Agreement (Amf Bowling Worldwide Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (ai) on account of Obligations due and payable to such Lender Party hereunder ~~and~~ or under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations due and payable to such Lender Party at such time to (iiy) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder ~~and~~ or under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender Parties at such time or (bii) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (ix) the amount of such Obligations owing to such Lender Party at such time to (iiy) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; ~~provided~~PROVIDED, ~~however~~HOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender -50- Party shall be rescinded and each such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (ix) the purchase price paid to such Lender Party to (iiy) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (ix) the amount of such other Lender Party’s 's required repayment to (iiy) the total amount ~~so recovered from~~ of such required repayments to the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Sources: Credit Agreement (Cantel Medical Corp)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender ~~Parties~~ hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all Lender ~~Parties~~ hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the Lender ~~Parties~~ at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; ~~provided~~PROVIDED, ~~however~~HOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (i) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. ~~The Loan Parties agree~~ Each Borrower agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of ~~the Loan Parties~~ such Borrower in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Sources: Credit Agreement (General Maritime Corp)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~11.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such ~~time~~ time, to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents ~~at such time obtained by all of the Lender Parties~~ at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section ~~2.13~~ 4.07 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be.. LSP Gen Finance First Lien Credit Agreement

Appears in 1 contract

Sources: First Lien Credit Agreement (Dynegy Inc /Il/)

Common use of Sharing of Payments, Etc Clause in Contracts