Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 32 contracts

Samples: Credit Agreement (Memc Electronic Materials Inc), Credit Agreement (Memc Electronic Materials Inc), Credit Agreement (Memc Electronic Materials Inc)

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Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.12, 2.12 2.16, 2.17, 2.18 or 8.04(c)2.20) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 19 contracts

Samples: Agreement (Tennessee Gas Pipeline Co), Agreement (El Paso Natural Gas Co), Agreement (El Paso Natural Gas Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.11, 2.12 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 15 contracts

Samples: 364 Day Credit Agreement (Walt Disney Co), Credit Agreement (Walt Disney Co), Credit Agreement (Walt Disney Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Pro Rata Advances owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b)) in excess of its ratable share of payments on account of the Pro Rata Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Pro Rata Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 13 contracts

Samples: Extension and Amendment (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.)

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 11 contracts

Samples: Credit Agreement (Lantheus MI Intermediate, Inc.), Financing Agreement (Metalico Inc), Financing Agreement (Composite Technology Corp)

Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section 2.10 only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to the Fee Letter, or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 11 contracts

Samples: Transfer and Administration Agreement (Arrow Electronics, Inc.), Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 10 contracts

Samples: Day Credit Agreement (Sears Roebuck Acceptance Corp), Credit Agreement (Bausch & Lomb Inc), Year Credit Agreement (Sears Roebuck Acceptance Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 9 contracts

Samples: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)

Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to a Fee Letter or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 9 contracts

Samples: Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing Advances made by it to it the Borrower or its participation interest in any Facility LC issued for the account of the Borrower (other than pursuant to Section 2.092.02(b), 2.12 2.11, 2.14, 2.17.7 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances to the Borrower and LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them and/or LC Obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 8 contracts

Samples: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing Advances made by it to it any Borrower or its participation interest in any Facility LC issued for the account of any Borrower (other than pursuant to Section 2.092.02(b), 2.12 2.07, 2.11, 2.14 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances to such Borrower and Facility LCs issued for the account of such Borrower obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing made by them to them such Borrower and/or LC Obligations of such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Borrower in the amount of such participation.

Appears in 8 contracts

Samples: Credit Agreement (Exelon Corp), Credit Agreement, Day Credit Agreement (Exelon Corp)

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 7 contracts

Samples: Financing Agreement (Elgar Holdings Inc), Credit Agreement (Packaged Ice Inc), Financing Agreement (PRG Schultz International Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 7 contracts

Samples: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.), Day Credit Agreement (SBC Communications Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 7 contracts

Samples: Credit Agreement (Greater Bay Bancorp), Credit Agreement (Greater Bay Bancorp), Bridge Credit Agreement (Intuit Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.02(d), 2.12 2.06, 2.08, 2.10 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.

Appears in 7 contracts

Samples: Day Credit Agreement (Stanley Black & Decker, Inc.), Day Credit Agreement (Stanley Black & Decker, Inc.), Five Year Credit Agreement (Stanley Black & Decker, Inc.)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 7 contracts

Samples: Year Term Loan Agreement (Cytec Industries Inc/De/), Year Credit Agreement (Omnicom Group Inc), Day Credit Agreement (Omnicom Group Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Revolving Credit Advances owing to it (other than pursuant to Section 2.092.05(b), 2.12 2.06(b), 2.11, 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lendersthereof, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 7 contracts

Samples: Assignment and Assumption (Pepsico Inc), Assignment and Assumption (Pepsico Inc), Assignment and Assumption (Pepsico Inc)

Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to any Note Interest owned by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances applicable Funded Amount obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them applicable Note Interests owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 6 contracts

Samples: Note Purchase Agreement (Navistar Financial Corp), Note Purchase Agreement (Navistar Financial Corp), Note Purchase Agreement (Navistar Financial Corp)

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 6 contracts

Samples: Financing Agreement (Gerber Scientific Inc), Financing Agreement (Metallurg Inc), Financing Agreement (Aaipharma Inc)

Sharing of Payments, Etc. If any Lender Class Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of any portion of the Advance owing to Transferred Interest owned by it (other than pursuant to Section 2.092.7, 2.12 or 8.04(c)Article VIII and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.5 or 2.6) in excess of its ratable share of payments on account of any portion of the Advances Transferred Interest obtained by all the Lenderssuch Class Investor, each as entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Class Investors entitled to a share of such amount participations in the Advances owing to them portion of the Transferred Interest owned by such Class Investors as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Class Investor shall be rescinded and each such Lender other Class Investor shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Class Investor’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 6 contracts

Samples: Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Revolving Credit Advances owing to it (other than pursuant to Section 2.092.05(c), 2.12 2.07(c), 2.11, 2.14 or 8.04(c9.04(d)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 6 contracts

Samples: Credit Agreement (Hershey Co), Credit Agreement (Hershey Co), Year Credit Agreement (Hershey Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off as provided in Section 9.05) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 6 contracts

Samples: Credit Agreement (LUBRIZOL Corp), Year Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)

Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to the Fee Letter, Section 2.09, 3.3(b) or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 5 contracts

Samples: Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.10, 2.12 2.13, 9.04(c) or 8.04(c)9.07) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc), Term Credit Agreement (Telecomunicaciones De Puerto Rico Inc), Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07, 2.11, 2.14 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 5 contracts

Samples: Credit Agreement (Entergy New Orleans Inc), Credit Agreement (Entergy Arkansas Inc), Credit Agreement (Entergy Arkansas Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 5 contracts

Samples: Credit Agreement (Computer Associates International Inc), Year Credit Agreement (Bausch & Lomb Inc), Year Credit Agreement (Bausch & Lomb Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) hereunder in excess of its ratable share of payments on account of the Advances obtained by all the Lendersin accordance with Section 2.5.1, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ’s ratable share (according to the proportion of (a) the amount of such other Lender's ’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.5.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 5 contracts

Samples: Credit Agreement (Teco Energy Inc), Credit Agreement (Teco Energy Inc), Credit Agreement (Tampa Electric Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.13, 2.16 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 5 contracts

Samples: Credit Agreement (Commonwealth Edison Co), Credit Agreement (Commonwealth Edison Co), Credit Agreement (Commonwealth Edison Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Obligations (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share pro rata portion of payments or reductions on account of the Advances such obligations obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders and Agent of such receipt, and (ii) purchase from the other Lenders such participations in the Advances owing to them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing LenderLender or additional costs are incurred, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal or such additional costs, but without interest unless the Lender obligated to return such Lender's ratable share (according funds is required to the proportion of (a) the amount of pay interest on such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredfunds. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Credit and Term Loan Agreement (Solar Mates Inc), Credit Agreement (Hughes Supply Inc), Term Loan Agreement (Serengeti Eyewear Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 2.08 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.

Appears in 4 contracts

Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Florida Progress Corp), Credit Agreement (Progress Energy Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09Sections 2.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to Note held by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share Pro Rata Share of payments on account of the Advances Notes obtained by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the Advances owing to Notes held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; the other Banks, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender each Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share Bank’s Pro Rata Share (according to the proportion of (a1) the amount of such Lender's Bank’s required repayment to (b2) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 9.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

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

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.094.02, 2.12 4.03 or 8.04(c12.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedprovided that, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.08 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's ’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the either Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Credit Agreement (Ambac Financial Group Inc), Credit Agreement (Ambac Financial Group Inc), Credit Agreement (Ambac Financial Group Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Assignment and Assumption (Ca, Inc.), Assignment and Assumption (Ca, Inc.), Credit Agreement (Ca, Inc.)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Credit Agreement, 364 Day Credit Agreement (Walt Disney Co/), Credit Agreement (Walt Disney Co/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.11, 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD)

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 its Advances or 8.04(c)) its share of Letter of Credit Obligations in excess of its ratable share Pro Rata Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersBanks, such Lender Bank shall notify the Agent and forthwith purchase from the other Lenders Banks such participations in the Advances owing to made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such LenderBank's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender's required repayment Bank to the purchasing Bank as a result of such excess payment to (b) the total amount so recovered from of such excess payment) of such recovery, together with an amount equal to such Bank's ratable share (according to the proportion of (i) the amount of such Bank's required repayment to the purchasing LenderBank to (ii) the total amount of all such required repayments to the purchasing Bank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Credit Agreement (Arkansas Best Corp /De/), Security Agreement (Arkansas Best Corp /De/), Security Agreement (Arkansas Best Corp /De/)

Sharing of Payments, Etc. If any Lender (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to Loans made by it (other than pursuant to the Fee Letter, or Article VIII and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)2.16 and other than a result of the different methods for calculating interest on the Loans) in excess of its ratable share of payments on account of the Advances obtained Loans made by all the Lendersit, such Lender Recipient shall forthwith purchase from the other Lenders entitled to a share of such amount participations in the Advances owing to them portions of the Loans made by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Loan and Administration Agreement (Commercial Credit, Inc.), Loan and Administration Agreement (Commercial Credit, Inc.), Loan and Administration Agreement (Commercial Credit, Inc.)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.06, 2.10, 2.13 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Credit Agreement (Entergy Arkansas Inc), Credit Agreement (Entergy Corp /De/), Credit Agreement (Entergy Arkansas Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Florida Progress Corp), Credit Agreement (Progress Energy Inc)

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.11, 2.12 2.15 or 8.04(c)2.20 or as contemplated by Section 2.24) in excess of its ratable share of payments on account of the Advances obtained held by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender's Bank’s ratable share (according to the proportion of (a) the amount of such Lender's Bank’s required repayment to (b) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower a Bank hereunder in the amount of such participation.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Ecolab Inc), Day Credit Agreement (Ecolab Inc), Day Credit Agreement (Ecolab Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Altria agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Altria in the amount of such participation.

Appears in 3 contracts

Samples: Term Loan Agreement (Altria Group, Inc.), Bridge Loan Agreement (Altria Group, Inc.), Bridge Loan Agreement (Altria Group, Inc.)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the other Lenders and forthwith purchase from the other Lenders such participations in the Advances owing to them made by it or the Letter of Credit Obligations held by it as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themthe other Lenders; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender the other Lenders shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredshare, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.12(e) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 3 contracts

Samples: Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Pioneer Drilling Co), Credit Agreement (Flotek Industries Inc/Cn/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Loans owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) as part of any Borrowing in excess of its ratable share of payments on account of the Advances all Loans in such Borrowing obtained by all the Lendersapplicable Lenders entitled to such payments, such Lender shall forthwith purchase from the such other Lenders such participations in the Advances owing to them their Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other applicable Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 Subparagraph 2.09(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 3 contracts

Samples: Assignment Agreement (Lsi Logic Corp), Credit Agreement (Lsi Logic Corp), Assignment Agreement (Lsi Logic Corp)

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Obligations payable to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) such Lender hereunder at such time in excess of its ratable share of payments on account of the Advances obtained by all the Lendersapplicable Pro Rata Share, such Lender shall forthwith purchase from the other Appropriate Lenders (other than any Defaulting Lender) such participations in the Advances owing Obligations payable to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender’s applicable Pro Rata Share of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) ’s applicable Pro Rata Share of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 3 contracts

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

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09(S)4.02, 2.12 4.03 or 8.04(c12.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedprovided that, however, that if all or any -------- portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.the

Appears in 3 contracts

Samples: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.02 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the such Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 3 contracts

Samples: Financing Agreement (Body Central Acquisition Corp), Financing Agreement (Body Central Acquisition Corp), Financing Agreement (Body Central Acquisition Corp)

Sharing of Payments, Etc. If Except as provided in Section 3.04 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 3 contracts

Samples: Financing Agreement (Milacron Inc), Financing Agreement (Milacron Inc), Financing Agreement (Milacron Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Pro Rata Advances owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b)) in excess of its ratable share of payments on account of the Pro Rata Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Pro Rata Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 3 contracts

Samples: Year Revolving Credit Agreement (Kraft Foods Inc), Day Revolving Credit Agreement (Kraft Foods Inc), Credit Agreement (Altria Group Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.05(b), 2.12 2.06(b), 2.11, 2.14, 8.04(c) or 8.04(c)8.07) in excess of its ratable share of payments on account of the Advances obtained by all the Lendersthereof, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 3 contracts

Samples: Assignment and Assumption (Pepsico Inc), Credit Agreement (Pepsico Inc), Assignment and Assumption (Pepsico Inc)

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09Sections 2.02(c), 2.05(d), 2.10, 2.12 or 8.04(c)8.04) in excess of its ratable share of payments on account of the Advances obtained by all the LendersBanks, such Lender Bank shall forthwith notify the Administrative Agent thereof and purchase from the other Lenders Banks such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender's Bank’s ratable share (according to the proportion of (ai) the amount of such Lender's Bank’s required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Each Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the such Borrower in the amount of such participation.

Appears in 3 contracts

Samples: Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Financial Services Corp)

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 3 contracts

Samples: Financing Agreement (Ahl Services Inc), Financing Agreement (Gordon Biersch Brewery Restaurant Group, Inc.), Bridge Term Loan Agreement (Cenuco Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Term Loans owing to it (other than pursuant to Section 2.09Sections 2.11, 2.12 2.14 or 8.04(c9.04(c)) in excess of its ratable share Ratable Share of payments on account of the Advances Term Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Term Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.

Appears in 3 contracts

Samples: Credit Agreement (Dentsply International Inc /De/), Credit Agreement (Dentsply International Inc /De/), Credit Agreement (Dentsply International Inc /De/)

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance Loans owing to it (other than amounts received pursuant to Section 2.09, 2.12 or 8.04(c)‎Section 2.08) in excess of its ratable share of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedprovided that, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 ‎Section 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower or a Lender, as the case may be, in the amount of such participation.

Appears in 2 contracts

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

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained made by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.16, 2.18(c) or 8.04(c8.04(b)) in excess of its ratable share of payments obtained by all the Lenders on account of the Advances obtained by all the LendersAdvances, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)

Sharing of Payments, Etc. If any Lender Investor shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) ), on account of the Advance owing obligations to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) such Investor under and in respect of the Notes at such time in excess of its ratable share of payments on account of the Advances obligations to all Investors under and in respect of the Notes at such time obtained by all the LendersInvestors at such time, such Lender Investor shall forthwith purchase from the other Lenders Investors such participations interests or participating interests in the Advances obligations due and payable or owing to them them, as the case may be, as shall be necessary to cause such purchasing Lender Investor to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderInvestor, such purchase from each Lender other Investor shall be rescinded and such Lender other Investor shall repay to the purchasing Lender Investor the purchase price to the extent of such Investor's ratable share of such recovery together with an amount equal to such LenderInvestor's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender Investor in respect of the total amount so recovered. The Borrower Company agrees that any Lender Investor so purchasing a participation an interest or participating interest from another Lender Investor pursuant to this Section 2.13 7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Investor were the direct creditor of the Borrower Company in the amount of such participationinterest or participating interest, as the case may be.

Appears in 2 contracts

Samples: Agency, Guaranty and Security Agreement (DSL Net Inc), Agency, Guaranty and Security Agreement (DSL Net Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Loans owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b) or (c)) in excess of its ratable share of payments on account of the Advances Loans obtained by all the applicable Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Term Loan Agreement (Mondelez International, Inc.), Term Loan Agreement (Mondelez International, Inc.)

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.02 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 2.09 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Hormel Foods Corp /De/), Credit Agreement (Hormel Foods Corp /De/)

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Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 2 contracts

Samples: Financing Agreement (Frederick's of Hollywood Group Inc /Ny/), Financing Agreement (Movie Star Inc /Ny/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.12, 2.15 or 8.04(c)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Year Credit Agreement (Becton Dickinson & Co), Year Credit Agreement (Becton Dickinson & Co)

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Walt Disney Co/), Credit Agreement (Walt Disney Co/)

Sharing of Payments, Etc. If Except as provided in Section 2.05 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 2 contracts

Samples: Financing Agreement (Chic by H I S Inc), Financing Agreement (Norton McNaughton Inc)

Sharing of Payments, Etc. If any Lender Bank Party shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Loans owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances such Loans obtained by all the LendersBanks entitled to such payments, such Lender Bank Party shall forthwith purchase from the other Lenders Bank Parties entitled to such payments such participations in the Advances owing to them Loans or Reimbursement Obligations as shall be necessary to cause such purchasing Lender Bank 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 LenderBank Party, such purchase from each Lender shall be rescinded and such Lender each other Bank Party shall repay to the purchasing Lender Bank Party the purchase price to the extent of such recovery together with an amount equal to such Lenderother Bank Party's ratable share (according to the proportion of (ai) the amount of such Lenderother Bank Party's required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank Party in respect of the total amount so recovered. The Borrower agrees that any Lender Bank Party so purchasing a participation from another Lender Bank Party pursuant to this Section 2.13 Subparagraph 2.09(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but only as provided in Paragraph 8.06) with respect to such participation as fully as if such Lender Bank Party were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Indus International Inc), Credit Agreement (Indus International Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (Note held by it, other than pursuant to a payment made in accordance with Section 2.091(c) of this Agreement, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances Notes obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Notes held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; the other Lenders, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a1) the amount of such Lender's ’s required repayment to (b2) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Loan and Security Agreement (InterMetro Communications, Inc.), Loan and Security Agreement (InterMetro Communications, Inc.)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Macquarie Infrastructure CO Trust), Credit Agreement (Macquarie Infrastructure CO Trust)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

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

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise, including, without limitation, as a result of exercising its Rights under SECTION 3.13) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) which is in excess of its ratable share of payments on account of any such payment (except as provided herein with respect to the Advances obtained by all the LendersTerm Facility opt-outs in SECTION 2.7(f)), such Lender shall forthwith purchase from the other Revolver Lenders and the Term Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovery. The Borrower agrees that any Lender so purchasing a participation from another Revolver Lender or Term Lender pursuant to this Section 2.13 may, to the fullest extent permitted by lawLaw, exercise all of its rights Rights of payment (including the right Right of setoffoffset) with respect to such participation as fully as if such Revolver Lender or Term Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Dobson Sygnet Communications Co), Credit Agreement (Dobson Communications Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance A Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.14, 2.18 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, however that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

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

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to any Loan made by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of on the Advances Loan obtained by all the Lenders, such Lender shall forthwith purchase from the each other Lenders Lender such participations in the Advances owing to them Loan made by it as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themother Lender; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The recovered Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Loan Agreement (Act Iii Theatres Inc), Loan Agreement (Act Iii Theatres Inc)

Sharing of Payments, Etc. If Except as provided in Sections 2.02 and 3.02(b) hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Senior Loan Agreement (Retail Ventures Inc), Senior Loan Agreement (DSW Inc.)

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Day Credit Agreement (Amvescap PLC/London/), Year Credit Agreement (Amvescap PLC/London/)

Sharing of Payments, Etc. If Except as provided in Section 2.02, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Financing Agreement (Spheris Inc.), Financing Agreement (Gametech International Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Loans made by it (other than pursuant to Section 2.092.10, 2.12 2.11, or 8.04(c)2.13) in excess of its ratable share Ratable Portion of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them their Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded rescinded, and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including including, without limitation, the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Railworks Corp, Railworks Corp

Sharing of Payments, Etc. If Subject to the Intercreditor ------------------------ Agreement, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Loans owing to it (other than pursuant to Section 2.09Sections 4.2, 2.12 4.3 or 8.04(c)12.4) in excess of its ratable share of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter -------- recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off upon and during the continuance of an Event of Default) with respect to such participation participa tion as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09Sections 2.09(d), 2.12 2.10, 2.11 or 8.04(c)2.13) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders of such receipt and (ii) purchase from the other Lenders for cash such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, 2.16 may exercise all its rights of payment (including the right of setoff) setoff with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Americredit Corp), Credit Agreement (Americredit Financial Services Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Walt Disney Co/), Credit Agreement (Walt Disney Co/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.12, 2.14, 2.20 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Packaging Corp of America), Five Year Credit Agreement (Packaging Corp of America)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Bridge Credit Agreement (Snap on Inc), Credit Agreement (Computer Associates International Inc)

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Financing Agreement (Xanodyne Pharmaceuticals Inc), Financing Agreement (Xanodyne Pharmaceuticals Inc)

Sharing of Payments, Etc. If any Lender or any Bank Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Net Investment funded or maintained by it (other than pursuant to the applicable Fee Letter, Section 2.09, 2.12 2.16(b) or 8.04(c)Article VII and other than as a result of the differences in the timing of the applications of Available Collections) in excess of its ratable share of payments on account of the Advances Net Investment obtained by all the LendersRecipient entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders or Bank Investors entitled to a share of such amount participations in the Advances owing to them portions of the Net Investment funded or maintained by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Variable Funding Loan Agreement (Walter Industries Inc /New/), Variable Funding Loan Agreement (Walter Industries Inc /New/)

Sharing of Payments, Etc. If In the event there is more than one Lender hereunder, except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.13, 2.16 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. SECTION 2.18.

Appears in 2 contracts

Samples: Day Credit Agreement (Ies Utilities Inc), Year Credit Agreement (Ies Utilities Inc)

Sharing of Payments, Etc. If (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share Commitment Percentage of payments on account of the Advances Obligations obtained by all the LendersLenders (an “excess payment”), such Lender shall forthwith (i) notify the Administrative Agent of such fact, and (ii) purchase from the other Lenders such participations in the Advances such Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender's ratable share ’s Commitment Percentage (according to the proportion of (aA) the amount of such paying Lender's ’s required repayment to (bB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased pursuant to this Section 2.13 may, to 3.12 and will in each case notify the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to Lenders following any such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participationpurchases.

Appears in 2 contracts

Samples: Term Loan Agreement (Cemex Sa De Cv), Credit Agreement (Cemex Sa De Cv)

Sharing of Payments, Etc. Each borrowing of Loans from Lenders under Section 2.1 hereof will be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Loans and each payment of interest on the Loans will be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain any payment in respect of Borrower's obligations under this Agreement or the Notes (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable the share of payments on which it would have been entitled to receive had such payment been made to Agent for the account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that but if all or any portion of such excess payment is thereafter afterward recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored, without interest, to the extent of such recovery together with an amount equal to such Lender's ratable share (according to recovery. Borrower authorizes the proportion of (a) the amount purchase of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower participations and agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, may exercise all its rights of to payment (including the right of setoffset off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Micron Electronics Inc), Credit Agreement (Micron Electronics Inc)

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Dc Holdco Inc), Dc Holdco Inc

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing Advances made by it to it the Borrower (other than pursuant to Section 2.092.02(b), 2.12 2.11, 2.14, or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all to the LendersBorrower, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Atlantic City Electric Co), Credit Agreement (Atlantic City Electric Co)

Sharing of Payments, Etc. Each borrowing of Committed Loans from the Lenders under Section 2.01 will be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Committed Loans and each payment of interest on the Committed Loans will be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain any payment in respect of the Borrower's obligations under this Agreement, the Committed Loan Notes or the Competitive Bid Loan Notes (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable the share which it would have been entitled to receive had such payment been made to the Agent and applied pursuant to the terms of payments on account of the Advances obtained by all the LendersSection 2.13(d) hereof, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that but if all or any portion of such excess payment is thereafter afterward recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored, without interest, to the extent of such recovery together with an amount equal to such Lender's ratable share (according to recovery. Borrower authorizes the proportion of (a) the amount purchase of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower participations and agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, may exercise all its rights of to payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Extended Revolving Credit Agreement (Costco Wholesale Corp /New), Term Revolving Credit Agreement (Costco Wholesale Corp /New)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09, 2.12 2.09 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations interests or participating interests in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation an interest or participating interest from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were the direct creditor of the Borrower in the amount of such participationinterest or participating interest, as the case may be.

Appears in 2 contracts

Samples: Term Credit Agreement (Andrews Group Inc /De/), Revolving Credit Agreement (Andrews Group Inc /De/)

Sharing of Payments, Etc. If any Lender shall obtain any payment or reduction (including, but not limited to, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligation of any Obligated Party hereunder or under any of the other Financing Documents (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments or reductions on account of the Advances such obligations obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders and the Administrative Agent of such receipt, and (ii) purchase from the other Lenders such participations in the Advances owing to them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them; , provided, howeverthat, that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing LenderLender or additional costs are incurred, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to or such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable additional costs, but without interest. Each Obligated Party, by the purchasing Lender in respect of the total amount so recovered. The Borrower entering into a Financing Document, further agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Credit Parties in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc), Credit Agreement (Aventine Renewable Energy Holdings Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the LendersLenders holding such Advances, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (PPG Industries Inc), Credit Agreement (PPG Industries Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 or 8.04(c)2.15) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Trinova Corp), Credit Agreement (Electric Lightwave Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Note held by it (other than pursuant to Section 2.05(a), 2.05(c), 2.08 or 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances Notes obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Notes held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 1 contract

Samples: Pledge and Security Agreement (Inamed Corp)

Sharing of Payments, Etc. (i) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Revolving Loans or Reimbursement Obligations owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances such Revolving Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase an assignment from the other Lenders entitled to such participations excess payments in the Advances owing to them Revolving Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 1 contract

Samples: Credit Agreement (Bell Microproducts Inc)

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.02 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 1 contract

Samples: Financing Agreement (Lakes Entertainment Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Loans owed to it (other than pursuant to Section 2.09it, 2.12 or 8.04(c)) in excess of its ratable share Proportionate Share of payments on account of the Advances such Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to them Loans, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ratable share Proportionate Share (according to the proportion of (a) the amount of such other Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.7.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Sharing of Payments, Etc. If any Lender CP Conduit Purchaser or any Committed Purchaser (for purposes of this Section 2.15 only, a "Recipient") shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of any interest in the Advance owing to Transferred Interest owned by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share Pro Rata Share of payments on account of any interest in the Advances Transferred Interest obtained by all the LendersCP Conduit Purchasers and/or the Committed Purchasers entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders CP Conduit Purchasers and/or the Committed Purchasers entitled to a share of such amount participations in the Advances owing to them percentage interests owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lenderother Person's ratable share Pro Rata Share (according to the proportion of (a) the amount of such Lenderother Person's required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Collins & Aikman Corp)

Sharing of Payments, Etc. If any Lender CP Conduit Purchaser or any Committed Purchaser (for purposes of this Section 2.15 only, a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of any interest in the Transferred Interest owned by it or its Term-out Period Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share Commitment Pro Rata Share of payments on account of any interest in the Advances Transferred Interest or its Term-out Period Advance obtained by all the LendersCP Conduit Purchasers and/or the Committed Purchasers entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders CP Conduit Purchasers and/or the Committed Purchasers entitled to a share of such amount participations in the Advances owing to them percentage interests owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share other Person’s Commitment Pro Rata Share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Tyson Foods Inc)

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