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payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the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

Appears in 9 contracts

Samples: Loan Credit Agreement (Express, Inc.), Security Agreement (Express, Inc.), Security Agreement (Express, Inc.)

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

Appears in 8 contracts

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

Sharing of Payments, Etc. If any Lender Party shall obtain ~~at any time~~ any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07) (a~~) on account of ~~Obligations due and payable~~ the Advances owing to ~~such Lender Party hereunder and under~~ it (other than (w) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.3(c), (x) as a payment of a Swing Line Advance made by the Swing Line Bank that has not been participated to the other ~~Loan Documents~~ Lender Parties pursuant to Section 2.2(b), (y) pursuant to Section 3.3, 3.4, 3.5, 3.6 or 3.7 or (z) any payments made in accordance with the express terms of this Agreement at ~~such~~ any time that a Defaulting Lender exists and any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Advances in accordance with Section 2.15, Section 11.11.1 or Section 11.11.2) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) Ratable Share of payments on account of the ~~Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time~~ Revolving Credit Advances obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such timeParties, such Lender Party shall forthwith purchase from the other Lender Parties such ~~interests or participating interests~~ participations in the ~~Obligations due and payable or~~ Revolving Credit Advances owing to ~~them, as the case may be,~~ them as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each ~~other~~ Lender Party shall be rescinded and such ~~other~~ Lender Party shall repay to the purchasing Lender Party the purchase price to the extent ~~of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties)~~ of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such ~~other~~ Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing ~~an interest or participating interest~~ a participation from another Lender Party pursuant to this Section ~~2.13~~ 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 6 contracts

Samples: Credit Agreement, Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)

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

Appears in 6 contracts

Samples: Credit Agreement (Quality Stores Inc), Credit Agreement (Mediq Inc), Credit Agreement (Central Tractor Farm & Country Inc)

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

Appears in 6 contracts

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

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

Appears in 6 contracts

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

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

Appears in 5 contracts

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

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

Appears in 5 contracts

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

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

Appears in 5 contracts

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

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

Appears in 4 contracts

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

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

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Possession Credit Agreement (Chemtura CORP), Credit Agreement, Possession Credit Agreement (Chemtura CORP)

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

Appears in 4 contracts

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

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

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Convertible Notes Commitment Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp)

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

Appears in 4 contracts

Samples: Credit Agreement (Affordable Residential Communities Inc), Credit Agreement (American Campus Communities Inc), Revolving Credit Agreement (Great Wolf Resorts, Inc.)

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

Appears in 4 contracts

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

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

Appears in 4 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

Samples: Security Agreement (Alliance Holdings GP, L.P.), Security Agreement (Alliance Resource Partners Lp), Security Agreement

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

Appears in 3 contracts

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

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

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Dana Inc), And Guaranty Agreement (Dana Holding Corp), And Guaranty Agreement (Dana Holding Corp)

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

Appears in 3 contracts

Samples: Asset Based Term Loan Agreement (Express, Inc.), Security Agreement (Express, Inc.), Credit Agreement (US Power Generating CO)

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

Appears in 3 contracts

Samples: Revolving Credit Agreement (Ch2m Hill Companies LTD), Ch2m Hill Companies (Ch2m Hill Companies LTD), Agreement (Ch2m Hill Companies LTD)

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Sharing of Payments, Etc. If any ~~Lender Party~~ Bank shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of ~~Obligations~~ obligations due and payable to such ~~Lender Party~~ Bank hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i) the amount of such ~~Obligations~~ obligations due and payable to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the ~~Obligations~~ obligations due and payable to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the ~~Obligations~~ obligations due and payable to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time obtained by all the ~~Lender Parties~~ Banks at such time or (b) on account of ~~Obligations~~ obligations owing (but not due and payable) to such ~~Lender Party~~ Bank hereunder ~~and under the other Loan Documents~~ at such time in excess of its ratable share (according to the proportion of (i) the amount of such ~~Obligations~~ obligations owing to such ~~Lender Party~~ Bank at such time to (ii) the aggregate amount of the ~~Obligations~~ obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time) of payments on account of the ~~Obligations~~ obligations owing (but not due and payable) to all ~~Lender Parties~~ Banks hereunder ~~and under the other Loan Documents~~ at such time obtained by all of the ~~Lender Parties~~ Banks at such time, such ~~Lender Party~~ Bank shall forthwith purchase from the other ~~Lender Parties~~ Banks such interests or participating interests in the ~~Obligations~~ obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing ~~Lender Party~~ Bank to share the excess payment ratably with each of them; ~~provided, however,~~ provided that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Bank, such purchase from each other ~~Lender Party~~ Bank shall be rescinded and such other ~~Lender Party~~ Bank shall repay to the purchasing ~~Lender Party~~ Bank the purchase price to the extent of such ~~Lender Party~~Bank’s ratable share (according to the proportion of (i) the purchase price paid to such ~~Lender Party~~ Bank to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Banks) of such recovery together with an amount equal to such ~~Lender Party~~Bank’s ratable share (according to the proportion of (iA) the amount of such other ~~Lender Party~~Bank’s required repayment to (iiB) the total amount so recovered from the purchasing ~~Lender Party~~Bank) of any interest or other amount paid or payable by the purchasing ~~Lender Party~~ Bank in respect of the total amount so recovered. ~~The Loan Parties agree~~ ACE agrees that any ~~Lender Party~~ Bank so purchasing an interest or participating interest from another ~~Lender Party~~ Bank pursuant to this Section ~~2.13~~ 2.09 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such ~~Lender Party~~ Bank were the direct creditor of ~~the Loan Parties~~ ACE in the amount of such interest or participating interest, as the case may be.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Ace LTD)

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

Appears in 2 contracts

Samples: Intercreditor Agreement (Express Parent LLC), Credit Agreement (Express Parent LLC)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Joinder Agreement (Independence Realty Trust, Inc.), And Consolidated Credit Agreement (Independence Realty Trust, Inc.)

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

Appears in 2 contracts

Samples: Credit Agreement (Microage Inc /De/), Microage Inc /De/

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Appears in 2 contracts

Samples: Possession Credit Agreement (Worldcom Inc), Possession Credit Agreement (Dana Corp)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Credit Agreement (U.S. Well Services, Inc.), Credit Agreement (U.S. Well Services, Inc.)

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

Appears in 2 contracts

Samples: Credit Agreement (Stage Stores Inc), Security Agreement (Stage Stores Inc)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Agilent Technologies Inc)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Possession Credit Agreement (AbitibiBowater Inc.), Possession Credit Agreement (AbitibiBowater Inc.)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Credit Agreement (Madison River Communications Corp), Credit Agreement (Madison River Communications Corp.)

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

Appears in 2 contracts

Samples: Credit Facility Agreement (Dynegy Inc /Il/), Credit Facility Agreement (Dynegy Inc /Il/)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Appears in 2 contracts

Samples: Intercreditor Agreement (Express Parent LLC), Loan Credit Agreement (Express Parent LLC)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Loan Agreement (Textor John C), Loan Agreement (Digital Domain Media Group, Inc.)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under ~~the~~ other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (i) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties~~ Borrowers agree that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrowers in the amount of such interest or participating interest, as the case may be.

Appears in 1 contract

Samples: Building Materials Manufacturing Corp

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

Appears in 1 contract

Samples: Credit Agreement (Digital Realty Trust, L.P.)

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

Appears in 1 contract

Samples: Term Loan Agreement (Hersha Hospitality Trust)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain ------------------------- at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time (other than pursuant to Section 2.10 or 8.04(c)) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the ~~other Loan Documents~~ Notes at such time (other than pursuant to Section 2.10 or 8.04(c)) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the ~~other Loan Documents~~ Notes at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating interests~~ participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess -------- ------- payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (i) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered. The ~~Loan Parties agree~~ Borrower agrees that any Lender ~~Party~~ so purchasing ~~an interest or participating interest~~ a participation from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such ~~interest or participating interest, as the case may be,~~ participation as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such ~~interest or participating interest, as the case may be~~participation.

Appears in 1 contract

Samples: Credit Agreement (Ein Acquisition Corp)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-off~~setoff, or otherwise~~, other than as a result of an assignment pursuant to Section 9.07~~) (a) on account of Obligations due and payable to such Lender ~~Party hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties hereunder and under the other Loan Documents~~ Lenders at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties hereunder~~ Lenders under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all the ~~Lender Parties~~ Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party hereunder and~~ under or in respect of this Agreement or any of the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder~~ Lenders under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties hereunder~~ Lenders under or in respect of this Agreement and ~~under~~ the other Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party~~ shall forthwith purchase from the other ~~Lender Parties~~ Lenders such interests or participating interests in the ~~Obligations~~ obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such ~~recovery~~ recovery, together with an amount equal to such ~~Lender Party’s~~ Lender's ratable share (according to the proportion of (i1) the amount of such other ~~Lender Party’s~~ Lender's required repayment to (ii2) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered; provided, further, that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Lender in respect of any particular class of Loan shall be shared on a pro rata basis only with other Lenders holding such class of Loan. The ~~Loan Parties agree~~ Borrower hereby agrees that any Lender ~~Party~~ so purchasing an interest or participating interest from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 3.8 may, to the fullest extent permitted by under applicable law, exercise all its rights of payment (including the right of ~~set-off~~setoff) with respect to such an interest or participating interest, as the case may be, as fully as if such Lender ~~Party~~ were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such an interest or participating interest~~, as the case may be~~.

Appears in 1 contract

Samples: Credit Agreement (Technical Olympic Usa Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Telespectrum Worldwide Inc)

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

Appears in 1 contract

Samples: Letter of Credit Facility Agreement (Sunpower Corp)

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

Appears in 1 contract

Samples: Credit Agreement (Icg Holdings Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of ~~set-~~set- off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) ), (a) on account of Obligations due and payable to such Lender Party hereunder and under the other Loan Documents ~~at such time~~ in excess of its ratable share (according to the proportion of ~~(i)~~ the amount of such Obligations due and payable to such Lender ~~Party at such time to~~ Party, (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations ~~due and payable or owing to them, as the case may be,~~ as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Loan Parties agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Loan Parties in the amount of such interest or participating interest, as the case may be. For the avoidance of doubt, notwithstanding anything to the contrary in this Section 2.13 or otherwise, the Lender Parties shall not be entitled to receive or share in any fees paid by the Borrower pursuant to Section 2.08(c), which fees shall be solely for the account of the Revolving Credit Lenders (with respect to Section 2.08(c)(i)) and Revolving Issuing Bank (with respect to Section 2.08(c)(ii)). SECTION 2.14.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Talen Energy Supply, LLC)

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

Appears in 1 contract

Samples: Credit Agreement (Landrys Restaurants Inc)

Sharing of Payments, Etc. If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes and the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes and the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The ~~Loan Parties agree~~ Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the ~~Loan Parties~~ Borrower in the amount of such interest or participating interest, as the case may be. Notwithstanding anything to the contrary in this Section 2.13, (x) all of the gross proceeds of the Term B-1 Advances made on the Restatement Effective Date (other than the Additional Term B-1 Advances) shall be used solely to refinance Existing Term B Advances of the Existing Term B Lenders who are not Term B-1 Lenders, (y) no other Lenders shall be entitled to share in any such gross proceeds and (z) the Administrative Agent is authorized to make distributions of such gross proceeds to give effect to the immediately preceding clauses (x) and (y).

Appears in 1 contract

Samples: Credit Agreement (Ntelos Holdings Corp)

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

Appears in 1 contract

Samples: Security Agreement (Icg Communications Inc /De/)

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

Appears in 1 contract

Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp)

Sharing of Payments, Etc. If any Lender ~~Party~~ shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise), other than as a result of an assignment pursuant to Section ~~9.07)~~ 11.07 (a) on account of Obligations due and payable to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time obtained by all the ~~Lender Parties~~ Lenders at such ~~time~~ time, or (b) on account of Obligations owing (but not due and payable) to such Lender ~~Party~~ hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender ~~Party~~ at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all ~~Lender Parties~~ Lenders hereunder and under the other Loan Documents at such time obtained by all of the ~~Lender Parties~~ Lenders at such time, such Lender ~~Party shall~~ shall, to the extent that this provision does not impair the legality under applicable Laws of the Guaranty or otherwise violate applicable law, forthwith purchase from the other ~~Lender Parties~~ Lenders such ~~interests or participating~~ interests in the Obligations due and payable or owing to ~~them, as the case may be,~~ them as shall be necessary to cause such purchasing Lender ~~Party~~ to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing ~~Lender Party~~Lender, such purchase from each other Lender ~~Party~~ shall be rescinded and such other Lender ~~Party~~ shall repay to the purchasing Lender ~~Party~~ the purchase price to the extent of such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender ~~Party~~ to (ii) the aggregate purchase price paid to all ~~Lender Parties~~Lenders) of such recovery together with an amount equal to such ~~Lender Party~~Lender’s ratable share (according to the proportion of (i) the amount of such other ~~Lender Party~~Lender’s required repayment to (ii) the total amount so recovered from the purchasing ~~Lender Party~~Lender) of any interest or other amount paid or payable by the purchasing Lender ~~Party~~ in respect of the total amount so recovered; and provided further that, so long as the Loans shall not have become due and payable pursuant to Section 7.01, any excess payment received by any Lender shall be shared on a pro rata basis only with other Lenders. The Loan Parties agree that any Lender ~~Party~~ so purchasing an interest ~~or participating interest~~ from another Lender ~~Party~~ pursuant to this Section ~~2.13~~ 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest ~~or participating interest, as the case may be,~~ as fully as if such Lender ~~Party~~ were the direct creditor of the Loan Parties in the amount of such ~~interest or participating~~ interest~~, as the case may be~~.

Appears in 1 contract

Samples: Junior Lien Term Loan Credit Agreement (McClatchy Co)

Sharing of Payments, Etc. (a) If any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, the liquidation of any collateral or otherwise, other than as a result of an assignment pursuant to Section ~~9.07~~8.07 of the Credit Agreement) (ai) on account of Obligations (whether Offshore Secured Obligations or Domestic Secured Obligations) due and payable to such Lender Party ~~hereunder and~~ hereunder, under the Notes or under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (iA) the amount of such Obligations due and payable to such Lender Party at such time to (iiB) the aggregate amount of the Obligations due and payable to all Lender Parties ~~hereunder~~ hereunder, under the Notes and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties ~~hereunder~~ hereunder, under the Notes and under the other Loan Documents at such time obtained by all the Lender Parties at such time or (bii) on account of Obligations (whether Offshore Secured Obligations or Domestic Secured Obligations) owing (but not due and payable) to such Lender Party ~~hereunder and~~ hereunder, under the Notes or under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (iA) the amount of such Obligations owing to such Lender Party at such time to (iiB) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties ~~hereunder~~ hereunder, under the Notes and under the other Loan Documents Collateral Sharing Agreement 295 at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties ~~hereunder~~ hereunder, under the Notes and under the other Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations (whether Offshore Secured Obligations and/or Domestic Secured Obligations) due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s 's ratable share (according to the proportion of (iA) the purchase price paid to such Lender Party to (iiB) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s 's ratable share (according to the proportion of (iA) the amount of such other Lender Party’s 's required repayment to (iiB) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered~~. The Loan Parties agree that any Lender Party~~ ; provided, further that, so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, long as the ~~case may be, as fully as if such Lender Party were the direct creditor of~~ Obligations under the Loan ~~Parties in~~ Documents shall not have been accelerated and the ~~amount~~ Administrative Agent has not exercised any remedies under the other Loan Documents after an Event of ~~such interest or participating interest~~Default has occurred, ~~as the case may be~~any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders.

Appears in 1 contract

Samples: Credit Agreement (Tanner Chemicals Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Key3media Group Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Maxtor Corp)

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

Appears in 1 contract

Samples: Credit Agreement (American Campus Communities Inc)

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

Appears in 1 contract

Samples: Second Lien Credit Agreement (Dynegy Inc /Il/)

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

Appears in 1 contract

Samples: Credit Agreement (Broadwing Inc)

Common use of Sharing of Payments, Etc Clause in Contracts