Compensation Offset and Pro Rata Sharing
Compensation Offset and Pro Rata Sharing Sample Clauses
Related to Compensation Offset and Pro Rata Sharing
Pro Rata Sharing 63 32. Severability.........................................................64 33. Counterparts.........................................................64 34. Notices..............................................................64 35. Language.............................................................66 36. Jurisdiction.........................................................66 37.
Ratable Sharing Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off, consolidation or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under any Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it in accordance herewith.
Proportionate Amounts Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.
COMMITMENTS AND PRO RATA SHARES LENDER COMMITMENT PRO RATA SHARE -------------------------------------------------------------------------- Bank of America, N.A. $ 50,000,000 33.333333335% U.S. Bank National Association $ 23,000,000 15.333333333% KeyBank National Association $ 23,000,000 15.333333333% Wachovia Corporation $ 23,000,000 15.333333333% The Bank of New York $ 15,500,000 10.333333333% Comerica Bank $ 15,500,000 10.333333333% TOTAL $150,000,000 100.000000000% SCHEDULE 5.11 ENVIRONMENTAL MATTERS SCHEDULE 5.13 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS Part (a). Subsidiaries. Part (b). Other Equity Investments. SCHEDULE 7.1 EXISTING LIENS SCHEDULE 7.4 EXISTING INVESTMENTS SCHEDULE 7.5 EXISTING INDEBTEDNESS SCHEDULE 10.2 EURODOLLAR AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES ABM INDUSTRIES INCORPORATED 100 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000-0000 Attn: Gxxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer Telephone: 400-000-0000 Facsimile: 415-733-5123 Electronic Mail: gxxxxxx@xxx.xxx With a copy to: ABM Industries Incorporated 100 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000-0000 Attn: General Counsel Telephone: 400-000-0000 Facsimile: 400-000-0000 BANK OF AMERICA Administrative Agent's Office and Bank of America's Lending Office (for payments and Requests for Credit Extensions): Bank of America, N.A. Commercial Agency Management 800 Xxxxx Xxxxxx, Xxxxx 37 Mail Code: WA1-501-37-20 Sxxxxxx, XX 00000 Attn: Kxx Xxxx Telephone: 200-000-0000 Facsimile: 200-000-0000 Email: kxx.xxxx@xxxxxxxxxxxxx.xxx L/C Issuer: Bank of America, N.A. Trade Operations-Los Angeles #22621 300 X. Xxxxxxx Avenue, 19th Floor Mail Code: CA9-703-19-23 Lxx Xxxxxxx, XX 00000-0000 Attn: Sxxxxx Xxxx Telephone: 200-000-0000 Facsimile: 200-000-0000 Email: Sxxxxx.Xxxx@xxxxxxxxxxxxx.xxx Other Notices as a Lender: Bank of America, N.A. 300 Xxxxxxxxxx Xxxxxx San Francisco, CA 94104 Attn: Lxxx X. Xxxxxx Telephone: 400-000-0000 Facsimile: 400-000-0000 Email: lxxx.xxxxxx@xxxxxxxxxxxxx.xxx U.S. BANK NATIONAL ASSOCIATION Requests for Credit Extensions: U.S. Bank National Association 500 X.X. Xxx Xxxxxx, XX-0 Xxxxxxxx, XX 00000 Attn: Lxxxxx Xxxxxxxx Telephone: 500-000-0000 Facsimile: 500-000-0000 Email: lxxxxx.xxxxxxxx@xxxxxx.xxx Account No. 00340012160600 Ref: ABM Industries ABA# 100-000-000 Notices (other than Requests for Credit Extensions): U.S. Bank National Association 500 X.X. Xxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Dxxxxxx X. Xxxx Telephone: 500-000-0000 Facsimile: 500-000-0000 Email: dxxxxxx.xxxx@xxxxxx.xxx KEYBANK NATIONAL ASSOCIATION Requests for Credit Extensions: KeyBank National Association Western Loan Services Specialty Services 400 X. Xxxxxxxxxx Xxxxxxxxx Xxxxx, XX 00000 Telephone: 800-000-0000 Facsimile: 800-000-0000 Account No. 3072 Ref: Specialty Team ABA# 100000000 Notices (other than Requests for Credit Extensions): KeyBank National Association 600 000xx Xxxxxx XX 0xx Xxxxx Mailcode: WA-31-18-0512 Bxxxxxxx, XX 00000 Attn: Mxxxxxx X. Xxxx Telephone: 400-000-0000 Facsimile: 400-000-0000 Email: Mxxxxxx.X.Xxxx@kxxxxxx.xxx WACHOVIA BANK, NATIONAL ASSOCIATION Requests for Credit Extensions: Wachovia Corporation 200 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: LxXxxxxx Xxxxx Telephone: 700-000-0000 Facsimile: 700-000-0000 Email: lxxxxxxx.xxxxx@xxxxxxxx.xxx Account No. 145916-8000000 Ref: ABM Industries, Inc. ABA# 000000000 Notices (other than Requests for Credit Extensions): Wachovia Bank, National Association One Wachovia Center 300 Xxxxx Xxxxxxx Xxxxxx XX0000 - 5th Floor Cxxxxxxxx, XX 00000 Attn: Axxx Xxxxxx Telephone: 700-000-0000 Facsimile: 700-000-0000 Email: axxx.xxxxxx@xxxxxxxx.xxx THE BANK OF NEW YORK Requests for Credit Extensions: The Bank of New York Oxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Dxxx Xxxxxxxx Telephone: 200-000-0000 Facsimile: 212-635-6399/6877 Account No. GLA111556 Ref: ABM Industries, Inc. ABA# 000000000 Notices (other than Requests for Credit Extensions): The Bank of New York 10000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Exxxxxxxx X. Xxxx Telephone: 300-000-0000 Facsimile: 300-000-0000 COMERICA BANK Requests for Credit Extensions: Comerica Bank 3000 Xxxxxx Xxxxxx Parkway Suite 350 Las Vegas, NV 89109 Attn: Rxxxxx X. XxXxxxx Telephone: 700-000-0000 Facsimile: 700-000-0000 Email: rxxxxx_x_xxxxxxx@xxxxxxxx.xxx Account No. 21585-90010 Ref: ABM Industries, Inc. ABA# 000000000 Notices (other than Requests for Credit Extensions): Comerica Bank 1000 Xxxx Xxxxxx Xxxxx 0000 Xxxxxx, XX 00000 Attn: Jxxx X. Xxxxxxxxx Telephone: 900-000-0000 Facsimile: 900-000-0000 Email: jxxx_x_xxxxxxxxx@xxxxxxxx.xxx EXHIBIT A FORM OF REVOLVING LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of June 28, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined) among ABM Industries Incorporated, a Delaware corporation (the "Company"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests (select one): [ ] A Borrowing of Revolving Loans [ ] A conversion or continuation of Loans
Employee Benefit Plans; New Hires; Pay Increases Adopt or amend any employee benefit or stock purchase or option plan, enter into any employment Contract, or hire any new officer-level employee, pay any special bonus or special remuneration to any employee or director (except payments made pursuant to written agreements outstanding on the date hereof and that have been delivered to Purchaser prior to the date hereof), or increase the salaries or wage rates of any employee;
Compensation; Indemnity; Fees The Depositor agrees:
Reallocation of Pro Rata Share to Reduce Fronting Exposure During any period in which any Revolving Credit Lender is a Defaulting Lender, for purposes of computing the amount of the obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.03, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans of that Non-Defaulting Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. If the allocation described in this clause (iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures satisfactory to such L/C Issuer (in its sole discretion).
Pro Rata Shares All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.
