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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) 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of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 29 contracts

Samples: Day Credit Agreement (Manpower Inc /Wi/), Day Credit Agreement (Applied Materials Inc /De), Day Credit Agreement (Monsanto Co /New/)

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Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to made by it (other than pursuant to Section 2.11Sections 2.02(c), 2.14 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 Revolving Credit Advances obtained by all the LendersBanks, such Lender Bank shall forthwith notify the Agent thereof and purchase from the other Lenders Banks such participations in the Revolving Credit 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 (i) the amount of such Lender's Bank’s required repayment to (ii) 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 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the such Borrower in the amount of such participation.

Appears in 27 contracts

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

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 19 contracts

Samples: Credit Agreement (Michigan Consolidated Gas Co /Mi/), Credit Agreement (Detroit Edison Co), Credit Agreement (Michigan Consolidated Gas Co /Mi/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all of 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 16 contracts

Samples: Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Outstanding Credit Advances Exposures owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Aggregate Outstanding Credit Advances Exposures obtained by all of the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Aggregate Outstanding Credit Advances Exposures 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 13 contracts

Samples: Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c9.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 12 contracts

Samples: Credit Agreement (Interpublic Group of Companies Inc), Day Credit Agreement (Sprint Corp), Year Credit Agreement (Polyone Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Pro Rata Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15 or 8.04(c9.04(b) or (c)) in excess of its ratable share of payments on account of the Revolving Credit Pro Rata Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 12 contracts

Samples: Credit Agreement, Day Revolving Credit Agreement (Mondelez International, Inc.), Credit Agreement (Mondelez International, Inc.)

Sharing of Payments, Etc. If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Committed Advances owing to made by it (other than pursuant to Section 2.11Sections 2.9, 2.14 2.13, 2.14, 2.15 or 8.04(c2.19)) , in excess of its ratable share of payments on account of the Revolving Credit Committed Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Committed 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 other Lender shall be rescinded and each such other 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct a creditor of the Borrower Borrowers in the amount of such participation.

Appears in 12 contracts

Samples: Credit Agreement (Boeing Co), Credit Agreement (Boeing Co), Credit Agreement (Boeing Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, if any, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.06(b), 2.06(c), 2.11, 2.14 or 8.04(c9.04(c)) in excess of its ratable share 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff, if any) 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 11 contracts

Samples: Term Loan Agreement (Honeywell International Inc), Day Credit Agreement (Honeywell International Inc), Day Credit Agreement (Honeywell International Inc)

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Advances made by it or participations in Letters of Credit Advances owing to acquired by it (other than pursuant to Section 2.112.02(c), 2.14 2.09, 2.11(c), 2.13, 2.16, 2.21 or 8.04(c8.05(b)) in excess of its ratable share of payments on account of the Revolving Advances or Letters of Credit Advances (as the case may be) obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Advances made by them or participations in Letters of Credit Advances owing to acquired by them (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 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 (ia) the amount of such Lender's Xxxxxx’s required repayment to (iib) 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 2.15 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (FirstEnergy Transmission, LLC), Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Year Credit Agreement (Washington Post Co), Credit Agreement (Ugi Utilities Inc), Day Credit Agreement (Washington Post Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 (United Parcel Service Inc), Credit Agreement (United Parcel Service Inc), Year Credit Agreement (United Parcel Service Inc)

Sharing of Payments, Etc. If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Committed Advances owing to made by it (other than pursuant to Section 2.11Sections 2.10, 2.14 2.14, 2.15, 2.16 or 8.04(c2.20)) , in excess of its ratable share of payments on account of the Revolving Credit Committed Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Committed 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 other Lender shall be rescinded and each such other 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct a creditor of the Borrower Borrowers in the amount of such participation.

Appears in 7 contracts

Samples: Credit Agreement (Boeing Capital Corp), Credit Agreement (Boeing Co), Credit Agreement (Boeing Capital Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.05(b), 2.11, 2.14 or 8.04(c8.04(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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 (Bottling Group LLC), Credit Agreement (Bottling Group LLC), Extension Agreement (Pepsi Bottling Group Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 Sections 2.10 or 8.04(c9.03(c)) in excess of its ratable share Pro Rata 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 ’s Pro Rata Share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Year Credit Agreement (Williams Companies Inc), Five Year Credit Agreement (Williams Companies Inc), Year Credit Agreement (Williams Companies Inc)

Sharing of Payments, Etc. If any Lender shall obtain ------------------------ any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Day Credit Agreement (Agilent Technologies Inc), Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to (whether for principal, interest, fees or otherwise) made by it (other than pursuant to Section 2.112.07, 2.14 2.10 or 8.04(c)2.12) 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 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 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 of the Borrower and any Borrowing Subsidiary agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower or such Borrowing Subsidiary, as the case may be, in the amount of such participation.

Appears in 5 contracts

Samples: Five Year Credit Agreement (Colgate Palmolive Co), Day Credit Agreement (Colgate Palmolive Co), Day Credit Agreement (Colgate Palmolive Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Revolving Credit Committed Advances owing to it (other than pursuant to Section 2.112.02(d), 2.14 2.06, 2.08, 2.10 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Revolving Credit Committed Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Committed 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 (Stanley Works), Credit Agreement (Stanley Works), Credit Agreement (Stanley Works)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11Sections 2.15, 2.14 2.18 or 8.04(c9.4(b)) 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 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 (i) the amount of such Lender's ’s required repayment to (ii) 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, provided further, that, so long as the obligations under this Agreement and the Notes shall not have been accelerated, any excess payment received by any Lender shall be shared on a pro rata basis only with the other Lenders. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-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 5 contracts

Samples: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to made by it (other than pursuant to Section 2.02(c), 2.07, 2.11, 2.14 2.14, 2.16(a) or 8.04(c8.04(b)) 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 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Day Credit Agreement (Peco Energy Co), Revolving Credit Agreement (Peco Energy Co), Revolving Credit Agreement (Peco Energy Co)

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances Loans owing to it (other than pursuant to Section 2.11, 2.14 2.12, 2.14, 2.20 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit 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, 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Packaging Corp of America), Credit Agreement (Packaging Corp of America), 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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all of 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Detroit Edison Co), Credit Agreement (Detroit Edison Co), Credit Agreement (Michigan Consolidated Gas Co /Mi/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.03(c), to the extent that the unreimbursed amount of such Advance exceeds the applicable Issuing Bank’s Ratable Share of the initial amount of such Advance, or pursuant to Section 2.11, 2.14 2.14, 2.19 or 8.04(c9.04(c)) in excess of its ratable share 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 4 contracts

Samples: Five Year Credit Agreement (Omnicom Group Inc.), Credit Agreement (Omnicom Group Inc.), Five Year 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 set-set off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15 or 8.04(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such 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 (Ugi Utilities Inc), Credit Agreement, Credit Agreement (Ugi Utilities Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.02(c), 2.14 2.03, 2.10, 2.13 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Mirant Corp), Credit Agreement (Mirant Americas Generating LLC), Credit Agreement (Mirant Americas Generating LLC)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c9.04(c)) 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; 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Geon Co), Day Credit Agreement (Interpublic Group of Companies Inc), Credit Agreement (Interpublic Group of Companies Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Outstanding Credit Advances Exposures owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Aggregate Outstanding Credit Advances Exposures obtained by all of the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Aggregate Outstanding Credit Advances Exposures 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Dte Energy Co), Credit and Reimbursement Agreement (Dte Energy Co), Credit Agreement (Dte Energy Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15 or 8.04(c9.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (May Department Stores Co), Day Credit Agreement (May Department Stores Co), Day Credit Agreement (May Department Stores Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11Sections 2.12, 2.14 2.15 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Inc), Pledge Agreement (Centerpoint Energy Resources Corp)

Sharing of Payments, Etc. If any Lender Purchaser shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the Revolving Credit Advances owing to Purchases made by it (other than with respect to payments due to such Purchaser pursuant to Section 2.112.12, 2.14 2.13 or 8.04(c)2.14) in excess of its ratable share of payments on account of the Revolving Credit Advances Purchases obtained by all the LendersPurchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Purchasers such participations interests in the Revolving Credit Advances owing to Receivable Interests purchased by them as shall be necessary to cause such purchasing Lender Purchaser to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderPurchaser, such purchase from each Lender other Purchaser shall be rescinded and such Lender other Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such recovery together with an amount equal to such Lender's other Purchaser’s ratable share (according to the proportion of (i) the amount of such Lender's other Purchaser’s required repayment to (ii) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered. The Borrower Seller agrees that any Lender Purchaser so purchasing a participation an interest in Receivable Interests from another Lender Purchaser pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation interest in Receivable Interests as fully as if such Lender Purchaser were the direct creditor of the Borrower Seller in the amount of such participationinterest in Receivable Interests.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Revolving Credit Advances owing to it (other than (x) in respect of Defaulting Lenders or (y) pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Autodesk Inc), 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 set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 (Cytec Industries Inc/De/), Day Credit Agreement (Cytec Industries Inc/De/), Credit Agreement (Cytec Industries Inc/De/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11Sections 2.16, 2.14 2.19 or 8.04(c9.4(b)) 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 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 (i) the amount of such Lender's ’s required repayment to (ii) 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, provided further, that, so long as the obligations under this Agreement and the Notes shall not have been accelerated, any excess payment received by any Lender shall be shared on a pro rata basis only with the other Lenders. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 2.20 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-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: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)

Sharing of Payments, Etc. If any Lender shall obtain ------------------------ any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 (Cytec Industries Inc/De/), Day Credit Agreement (Cytec Industries Inc/De/), Day Credit Agreement (Cytec Industries Inc/De/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15 or 8.04(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Subsidiary Guarantee Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc)

Sharing of Payments, Etc. Except as otherwise provided herein, each payment of principal, interest or fees shall be made or shared among Lenders ratably. If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off, setoff or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) a Loan in excess of its ratable share Ratable Portion of payments on account of the Revolving Credit Advances Loans obtained by all the Lenders, such Lender ("Purchasing Lender") shall forthwith purchase from the other Lenders such sufficient participations to cause the Purchasing Lender's interest in the Revolving Credit Advances owing Loans to them be in the same proportionate relationship with all Loans as shall be necessary to cause before such purchasing Lender to share the excess payment ratably with each of themwas received; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing the Purchasing Lender, such purchase from each Lender the purchased participation shall be rescinded and such each other Lender shall repay to the purchasing Purchasing Lender (i) the purchase price to the extent of such recovery together with (ii) an amount equal to such other Lender's ratable share (according to the proportion of (iA) the amount of such other Lender's required repayment to (iiB) the total amount so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Purchasing Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such the Purchasing Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 3 contracts

Samples: Credit Agreement (Monaco Coach Corp /De/), Credit Agreement (Monaco Coach Corp /De/), Credit Agreement (Penford Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, if any, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.06(b), 2.06(c), 2.11, 2.14 or 8.04(c9.04(c)) in excess of its ratable share 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's Xxxxxx’s required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff, if any) 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: Day Credit Agreement (Honeywell International Inc), Day Credit Agreement (Honeywell International Inc), Day Credit Agreement (Honeywell International Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances Advance owing to it (other than pursuant to Section 2.07(a), 2.07(b), 2.09 or 2.11, 2.14 or 8.04(c)) 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 the purchase from each such Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Panamerican Beverages Inc), Credit Agreement (Panamerican Beverages Inc), Credit Agreement (Panamerican Beverages Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligation of Borrower hereunder in respect of the Loans or in respect of any other obligations of Borrower under any of the Loan Documents (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share of payments or reductions on account of the Revolving Credit Advances owing to it (Loans or such other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances 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 Lenders, without recourse, such participations in the Revolving Credit Advances owing to them affected obligations owned by the selling Lenders as shall be necessary to cause such purchasing Lender Lenders 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 LenderLenders, such or additional costs are incurred, 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 (i) the amount of such Lender's required repayment to (ii) 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 recoveredadditional costs, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Fixed Rate Loan Agreement (First Union Real Estate Equity & Mortgage Investments), Rate Loan Agreement (First Union Real Estate Equity & Mortgage Investments)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower respective Borrowers in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Scholastic Corp), Credit Agreement (Scholastic Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances of any Nature owing to it (other than pursuant to Section 2.02(c), 2.03, 2.10, 2.11, 2.14 2.13 or 8.04(c)8.04) in excess of its ratable share of payments on account of Advances of the Revolving Credit Advances same Nature obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances of such Nature 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 each Lender shall repay to the purchasing Lender the such purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Southern Power Co), Credit Agreement (Southern Power Co)

Sharing of Payments, Etc. If any Lender shall obtain ------------------------ any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c9.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Year Credit Agreement (Sprint Corp), Day Credit Agreement (Sprint Corp)

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Rayonier Inc), Day Credit Agreement (Rayonier Inc)

Sharing of Payments, Etc. If any Lender Purchaser shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the Revolving Credit Advances owing to Purchases made by it (other than with respect to payments due to such Purchaser pursuant to Section 2.112.10, 2.14 2.11 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Revolving Credit Advances Purchases obtained by all the LendersPurchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Purchasers such participations interests in the Revolving Credit Advances owing to Receivable Interests purchased by them as shall be necessary to cause such purchasing Lender Purchaser to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderPurchaser, such purchase from each Lender other Purchaser shall be rescinded and such Lender other Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such recovery together with an amount equal to such Lender's other Purchaser’s ratable share (according to the proportion of (i) the amount of such Lender's other Purchaser’s required repayment to (ii) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered. The Borrower Seller agrees that any Lender Purchaser so purchasing a participation an interest in Receivable Interests from another Lender Purchaser pursuant to this Section 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation interest in Receivable Interests as fully as if such Lender Purchaser were the direct creditor of the Borrower Seller in the amount of such participationinterest in Receivable Interests.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Crown Holdings Inc), Receivables Purchase Agreement (Crown Holdings Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances Loans or other obligations owing to it pursuant to this Agreement (other than pursuant to Section 2.115.4, 2.14 5.6, 11.4 or 8.04(c)11.7) in excess of its ratable share of payments obtained by all the Lenders on account of the Revolving Credit Advances obtained by all the Loans of such Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Revolving Credit 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, 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 5.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the other Lenders in accordance with this Section 5.5, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.1(a).

Appears in 2 contracts

Samples: Credit Agreement (Sierra Pacific Resources /Nv/), Credit Agreement (Sierra Pacific Resources /Nv/)

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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Revolving Credit Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit 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 *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of set-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 (Life Sciences Research Inc), Financing Agreement (Life Sciences Research Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Loans or the Letter of Credit Advances owing to Loans made by it (other than pursuant to Section 2.11, 2.14 or 8.04(c)as expressly provided herein) in excess of its ratable share of payments on account of the Revolving Loans or the Letter of Credit Advances Loans obtained by all the such Lenders, such Lender shall forthwith purchase from the such other Lenders such participations in the Revolving Loans or the Letter of Credit Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's Xxxxxx’s ratable share (according to the proportion of (i) the amount of such Lender's Xxxxxx’s required repayment to (ii9) 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 2.15 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Arcadium Lithium PLC), Credit Agreement (Livent Corp.)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15 or 8.04(c9.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Year Credit Agreement (Goodrich Corp), Three Year Credit Agreement (Goodrich Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment from any Group Member (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances or other amounts owing to it (other than pursuant to Section 2.112.05(b), 2.14 2.06, 2.07, 2.11(b), 2.12, 2.15, 2.18, 2.20 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lendersshare, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances or other amounts owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Intercreditor Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Outstanding Credit Advances Exposures owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Outstanding Credit Advances Exposures obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Aggregate Outstanding Credit Advances Exposures 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Dte Energy Co), Credit Agreement (Dte Energy Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 Sections 2.10 or 8.04(c9.03(c)) in excess of its ratable share Pro Rata 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 Pro Rata Share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Williams Companies Inc), Credit Agreement (Williams Companies Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than (x) in respect of Defaulting Lenders or (y) pursuant to Section 2.11, 2.14 or 8.04(c)8.04) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 recoveredrecovered provided further that, so long as the obligations under this Agreement and any Notes shall not have been accelerated, any excess payment received by any Lender shall be shared on a pro rata basis only with other Lenders. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Gatx Corp), Term Loan Credit Agreement (Gatx Corp)

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of the Revolving Credit Advances owing to made by it (other than pursuant to Section 2.112.02(c), 2.14 2.06, 2.08(c), 2.10, 2.13, 2.16 or 8.04(c8.05(b)) 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 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 (ia) the amount of such Lender's ’s required repayment to (iib) 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 2.15 2.14(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offset‑off) with respect to such 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 (FirstEnergy Solutions Corp.), Term Loan Credit Agreement (FirstEnergy Solutions Corp.)

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of any Credit Extension made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of its ratable Commitment Percentage (or other share contemplated hereunder) of payments on account of the Revolving Credit Advances Extensions obtained by all the LendersBanks, such Lender Bank shall forthwith (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participations in the Revolving Credit Advances owing to Extensions 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 the purchasing LenderBank, such purchase from each Lender shall to that extent be rescinded and such Lender each other Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery paid therefor, together with an amount equal to such Lenderpaying Bank's ratable share Commitment Percentage (according to the proportion of (i) the amount of such Lenderpaying Bank's required repayment to (ii) 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 Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.15 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.19 and will in each case notify the Banks following any such purchases or repayments.

Appears in 2 contracts

Samples: Credit Agreement (Ceridian Corp), Credit Agreement (Ceridian Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to made by it (other than pursuant to Section 2.02(c), 2.07, 2.09(c), 2.11, 2.14 or 8.04(c8.04(b)) 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 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 (ia) the amount of such Lender's ’s required repayment to (iib) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Jersey Central Power & Light Co), Year Credit Agreement (Jersey Central Power & Light Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.02(c), 2.04, 2.11, 2.12, 2.14 or 8.04(c)8.04) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Mirant Corp), Year Credit Agreement (Mirant Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 Each of the Borrowers agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Revolving Credit Agreement (Procter & Gamble Co), Revolving Credit Agreement (Procter & Gamble Co)

Sharing of Payments, Etc. If any Lender shall obtain ------------------------- any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to Loans made by it (other than pursuant to Section 2.112.10, 2.14 3.03, 3.06 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that that, if all or any portion of such excess payment is -------- ------- thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Renaissance Hotel Group N V), Credit Agreement (Marriott International Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c9.04(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Applera Corp), Credit Agreement (Applera Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all of 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 Xxxxxx’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (DTE Electric Co), Credit Agreement (DTE Electric Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all of 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offset‑off) with respect to such 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 (DTE Electric Co), Credit Agreement (Dte Energy Co)

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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 set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11Loans made by it, 2.14 or 8.04(c)) the participations in L/C Obligations held by it, in excess of its ratable share of payments on account of the Revolving Credit Advances Loans and the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them Loans and/or participations in L/C Obligations 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 ’s ratable share (according to the proportion of (i) the amount of such other Lender's ’s required repayment to (ii) 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 2.15 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 (Netflix Inc), Credit Agreement (Genius Products Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Revolving Credit Advances Loans owing to it (other than pursuant to Section 2.112.09, 2.14 2.12, 8.01(b), 8.04(d) or 8.04(c)8.07) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the LendersLoans as contemplated hereunder, such Lender shall forthwith notify the Administrative Agent of such fact and purchase from the other Lenders such participations in the Revolving Credit 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, 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 by delivering payment pursuant to this Section 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such 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, Bridge Credit Agreement (Verizon Communications Inc)

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances Exposure owing to it (other than pursuant to Section 2.112.07(c)(v), 2.14 2.16, 2.18 or 8.04(c9.04(b)) in excess of its ratable share of payments on account of the Revolving Credit Advances Exposure obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances Exposure owing to them such other Lenders 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 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Zoetis Inc.), Revolving Credit Agreement (Zoetis Inc.)

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, setoff or otherwise) on account of the Revolving Credit Contract Advances owing to made by it (other than pursuant to Section Sections 2.11, 2.14 2.15, 2.17, 8.04, or 8.04(c)8.07(g) hereof) in excess of its ratable share of payments on account of the Revolving Credit Contract Advances obtained by all the LendersBanks, then such Lender Bank shall forthwith purchase from the other Lenders Banks through the Administrative Agent such participations in the Revolving Credit Contract 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 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 rescinded, and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery recovery, together with an amount equal to such LenderBank's ratable share (according to the proportion of that (i) the amount of such LenderBank's required repayment bears to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Toronto Dominion (Union Pacific Resources Group Inc), Union Pacific Resources Group Inc

Sharing of Payments, Etc. Except as otherwise provided herein, each payment of principal, interest or fees shall be made or shared among Lenders ratably. If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off, setoff or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) a Loan in excess of its ratable share Ratable Portion of payments on account of the Revolving Credit Advances Loans obtained by all the Lenders, such Lender (“Purchasing Lender”) shall forthwith purchase from the other Lenders such sufficient participations to cause the Purchasing Lender’s interest in the Revolving Credit Advances owing Loans to them be in the same proportionate relationship with all Loans as shall be necessary to cause before such purchasing Lender to share the excess payment ratably with each of themwas received; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing the Purchasing Lender, such purchase from each Lender the purchased participation shall be rescinded and such each other Lender shall repay to the purchasing Purchasing Lender (i) the purchase price to the extent of such recovery together with (ii) an amount equal to such other Lender's ’s ratable share (according to the proportion of (iA) the amount of such other Lender's ’s required repayment to (iiB) the total amount so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Purchasing Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such the Purchasing Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Monaco Coach Corp /De/), Credit Agreement (Monaco Coach Corp /De/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.05(b), 2.11, 2.14 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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: Day Credit Agreement (Pepsi Bottling Group Inc), Extension Agreement (Pepsi Bottling Group Inc)

Sharing of Payments, Etc. If any Lender Purchaser shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the Revolving Credit Advances owing to Purchases made by it (other than with respect to payments due to such Purchaser pursuant to Section 2.112.12, 2.14 2.13 or 8.04(c)2.14) in excess of its ratable share of payments on account of the Revolving Credit Advances Purchases obtained by all the LendersPurchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Purchasers such participations interests in the Revolving Credit Advances owing to Capital Investments made by them as shall be necessary to cause such purchasing Lender Purchaser to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderPurchaser, such purchase from each Lender other Purchaser shall be rescinded and such Lender other Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such recovery together with an amount equal to such Lender's other Purchaser’s ratable share (according to the proportion of (i) the amount of such Lender's other Purchaser’s required repayment to (ii) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered. The Borrower Seller agrees that any Lender Purchaser so purchasing a participation from an interest in the Capital Investments made by another Lender Purchaser pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation interest in such Capital Investments as fully as if such Lender Purchaser were the direct creditor of the Borrower Seller in the amount of such participationCapital Investments made by them.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Polyone Corp), Canadian Receivables Purchase Agreement (Polyone Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15, 2.22(e) or 8.04(c9.04(c)) in excess of its ratable share Ratable Share of payments on account of the such 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 ’s Ratable Share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Five Year Credit Agreement (Coca-Cola Enterprises, Inc.), Year Credit Agreement (International CCE Inc.)

Sharing of Payments, Etc. If any Lender ------------------------- shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit A Advances owing to it (other than pursuant to Section Sections 2.05(b), 2.11, 2.14 2.12, 2.15 or 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Revolving Credit 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, 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 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 ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Solutia Inc), Credit Agreement (Solutia Inc)

Sharing of Payments, Etc. If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Committed Advances owing to made by it (other than pursuant to Section 2.11Sections 2.9, 2.14 2.13, 2.14, 2.15 or 8.04(c2.19)) , in excess of its ratable share of payments on account of the Revolving Credit Committed Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Committed 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 other Lender shall be rescinded and each such other 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct a creditor of the Borrower Borrowers in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Boeing Capital Corp), Credit Agreement (Boeing Capital Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15 or 8.04(c)) in excess of its ratable share 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Five Year Credit Agreement (Pepsiamericas Inc/Il/), Year Credit Agreement (Pepsiamericas Inc/Il/)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.02(d), 2.14 2.06, 2.08, 2.10, 8.04(b) or 8.04(c)8.07) 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 364-DAY CREDIT AGREEMENT 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 2 contracts

Samples: Credit Agreement (Stanley Black & Decker, Inc.), 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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Day Credit Agreement (Monsanto Co /New/), Credit Agreement (Monsanto Co /New/)

Sharing of Payments, Etc. Except as otherwise provided herein, each payment of principal, interest or fees shall be made or shared among Lenders ratably. If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off, setoff or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) a Loan in excess of its ratable share Ratable Portion of payments on account of the Revolving Credit Advances Loans obtained by all the Lenders, such Lender (“Purchasing Lender”) shall forthwith purchase from the other Lenders such sufficient participations to cause the Purchasing Lender’s interest in the Revolving Credit Advances owing Loans to them be in the same proportionate relationship with all Loans as shall be necessary to cause before such purchasing Lender to share the excess payment ratably with each of themwas received; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing the Purchasing Lender, such purchase from each Lender the purchased participation shall be rescinded and such each other Lender shall repay to the purchasing Purchasing Lender (i) the purchase price to the extent of such recovery together with (ii) an amount equal to such other Lender's ’s ratable share (according to the proportion of (iA) the amount of such other Lender's ’s required repayment to (iiB) the total amount so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Purchasing Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such the Purchasing Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 2 contracts

Samples: Credit Agreement (Columbia Sportswear Co), Credit Agreement (Columbia Sportswear Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Pro Rata Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15 or 8.04(c9.04(b) or (c)) in excess of its ratable share of payments on account of the Revolving Credit Pro Rata Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 Kraft Foods Global agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Kraft Foods Global in the amount of such participation.

Appears in 2 contracts

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

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.12, 2.14 2.15 or 8.04(c9.04(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Five Year Credit Agreement (Goodrich Corp), Five Year Credit Agreement (Goodrich Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Contract Advances owing to made by it (other than pursuant to Section 2.112.02(c), 2.14 2.08, 2.12, 2.15, 2.17(a) or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Revolving Credit Contract Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Contract 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Peco Energy Co), Revolving Credit Agreement (Peco Energy Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing Loan owed to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) as part of any Borrowing in excess of its ratable share of payments on account of the Revolving Credit Advances all Loans in such Borrowing obtained by all the Lendersapplicable Lenders entitled to such payments or Reimbursement Obligations, such Lender shall forthwith purchase from the such other Lenders such participations in the Revolving Credit Advances owing to them their Loans or Reimbursement Obligations 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 ’s ratable share (according to the proportion of (i) the amount of such other Lender's ’s required repayment to (ii) 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 2.15 Subparagraph 8.05(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Flextronics International LTD), Credit Agreement (Flextronics International LTD)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13, 9.01(b), 9.04(c) or 8.04(c)9.07) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 by delivering payment pursuant to this Section 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Telecomunicaciones De Puerto Rico Inc), Day 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 set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.02(d), 2.14 2.06, 2.08, 2.10, 8.04(b) or 8.04(c)8.07) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 2 contracts

Samples: Day Credit Agreement (Stanley Black & Decker, Inc.), 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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c9.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Day Credit Agreement (Lafarge North America Inc), Year Credit Agreement (Lafarge North America Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c9.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set- off) with respect to such 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: Day Credit Agreement (Sprint Corp), Day Credit Agreement (Sprint Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Contract Advances owing to made by it (other than pursuant to Section 2.112.02(c), 2.14 2.08, 2.12, 2.15 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Revolving Credit Contract Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Contract 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (System Energy Resources Inc)

Sharing of Payments, Etc. If any Lender shall obtain ------------------------ any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit A Advances owing to it (other than pursuant to Section 2.112.04(c), 2.14 2.07, 2.10 or 8.04(c)2.14) in excess of its ratable share of payments on account of the Revolving Credit A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit A Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, -------- ------- that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Olin Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.. SIDLEY XXXXXX XXXXX & XXXX LLP 22

Appears in 1 contract

Samples: Credit Agreement (Detroit Edison Co)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.07(b), 2.14 2.13, 2.16 or 8.04(c8.04(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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 1 contract

Samples: Credit Agreement (Pepsi Bottling Group Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Revolving Credit Advances Loans owing to it (other than pursuant to Section 2.112.09, 2.14 2.12, 8.01(b), 8.04(d) or 8.04(c)8.07) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the LendersLoans, such Lender shall forthwith notify the Administrative Agent of such fact and purchase from the other Lenders such participations in the Revolving Credit 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, 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 (i) the amount of such Lender's ’s required repayment to (ii) 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 by delivering payment pursuant to this Section 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Appears in 1 contract

Samples: Credit Agreement (Verizon Communications Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 2.09 or 8.04(c)2.12 or on account of any Competitive Bid Advances owing to it) 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 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Laboratory Corp of America Holdings)

Sharing of Payments, Etc. If any Lender Purchaser shall obtain any payment (whether voluntaryvoluntarily, involuntaryinvoluntarily, through the exercise of any right of set-off, off or otherwise) on account of the Revolving Credit Advances owing to Purchases made by it (other than with respect to payments due to such Purchaser pursuant to Section 2.112.12, 2.14 2.13 or 8.04(c)2.14) in excess of its ratable share Ratable Portion of payments on account of the Revolving Credit Advances Purchases obtained by all the LendersPurchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Purchasers such participations interests in the Revolving Credit Advances owing to Receivable Interests purchased by them as shall be necessary to cause such purchasing Lender Purchaser to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderPurchaser, such purchase from each Lender other Purchaser shall be rescinded and such Lender other Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share other Purchasers Ratable Portion (according to the proportion of (ia) the amount of such Lender's other Purchasers required repayment to (iib) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered. The Borrower Seller agrees that any Lender Purchaser so purchasing a participation an interest in Receivable Interests from another Lender Purchaser pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation interest in Receivable Interests as fully as if such Lender Purchaser were the direct creditor of the Borrower Seller in the amount of such participationinterest in Receivable Interests.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Lyondell Chemical Co)

Sharing of Payments, Etc. If any Lender shall obtain any ------------ ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11(S) 4.02, 2.14 4.03 or 8.04(c12.04(c)) 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; 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 (ia) the amount of such Lender's required repayment to (iib) 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 2.15 (S) 2.08 may, to the fullest extent -------- permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 1 contract

Samples: Loan Agreement (D&e Communications Inc)

Sharing of Payments, Etc. If any Lender Purchaser shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the Revolving Credit Advances owing to Purchases made by it (other than with respect to payments due to such Purchaser pursuant to Section 2.112.10, 2.14 2.11 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Revolving Credit Advances Purchases obtained by all the LendersPurchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Purchasers such participations interests in the Revolving Credit Advances owing to Receivable Interests purchased by them as shall be necessary to cause such purchasing Lender Purchaser to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderPurchaser, such purchase from each Lender other Purchaser shall be rescinded and such Lender other Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such recovery together with an amount equal to such Lenderother Purchaser's ratable share (according to the proportion of (i) the amount of such Lenderother Purchaser's required repayment to (ii) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered. The Borrower Seller agrees that any Lender Purchaser so purchasing a participation an interest in Receivable Interests from another Lender Purchaser pursuant to this Section 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation interest in Receivable Interests as fully as if such Lender Purchaser were the direct creditor of the Borrower Seller in the amount of such participationinterest in Receivable Interests.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Crown Cork & Seal Co Inc)

Sharing of Payments, Etc. Borrowings. If any A Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit A Advances owing to made by it (other than pursuant to Section 2.112.05(b), 2.08, 2.12, 2.14 or 8.04(c)4.02) in excess of its ratable share of payments on account of the Revolving Credit A Advances obtained by all the A Lenders, such A Lender shall forthwith purchase from the other A Lenders such participations in the Revolving Credit A Advances owing to made by them as shall be necessary to cause such purchasing A 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 A Lender, such purchase from each A Lender shall be rescinded and such A Lender shall repay to the purchasing A Lender the purchase price to the extent of such recovery together with an amount equal to such A Lender's ratable share (according to the proportion of (i) the amount of such A Lender's required repayment to (ii) the total amount so recovered from the purchasing A Lender) of any interest or other amount paid or payable by the purchasing A Lender in respect of the total amount so recovered. The Borrower agrees that any A Lender so purchasing a participation from another A Lender pursuant to this Section 2.15 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such A Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 1 contract

Samples: Credit Agreement (Gap Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit A Advances owing to made by it (other than pursuant to Section 2.112.08, 2.14 2.13, 2.17, 2.19(c) or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Revolving Credit A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Appears in 1 contract

Samples: Day Credit Agreement (Alliant Energy Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment from any Group Member (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances or other amounts owing to it (other than pursuant to Section 2.112.05(b), 2.14 2.06, 2.07, 2.12, 2.15, 2.18, 2.20 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lendersshare, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances or other amounts owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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: Intercreditor Agreement (Sears Holdings Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c9.04(c)) 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Pe Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.02(d), 2.14 2.06, 2.08, 2.10 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Revolving Credit Advances 364-DAY CREDIT AGREEMENT 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) 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 1 contract

Samples: Day 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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.03(d), 2.03(e), 2.07, 2.11, 2.14 or and 8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the LendersAdvances, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them them, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) 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 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Foundation Health Systems Inc)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to Loan made by it (other than pursuant to Section 2.11, 2.14 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained Loan made by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Revolving Credit Advances Loan owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably ratably, in the proportion that such Lender's Loan to which the payment applies bears to the total of all Loans to which the payment applies, 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 (i) the amount of such Lender's required repayment to (ii) 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 2.15 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Lecroy Corp)

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.112.10, 2.14 2.13 or 8.04(c8.4(c)) 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 ’s ratable share (according to the proportion of (i) the amount of such Lender's ’s required repayment to (ii) 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 2.15 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such 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 (Radioshack Corp)

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