Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 7 contracts

Samples: Credit Agreement (Schwab Charles Corp), Credit Agreement (Schwab Charles Corp), Credit Agreement (Schwab Charles Corp)

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Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 6 contracts

Samples: Credit Agreement (Schwab Charles Corp), Credit Agreement (Schwab Charles Corp), Credit Agreement (Schwab Charles Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 12.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 6 contracts

Samples: Loan Agreement (Taubman Centers Inc), Construction Loan Agreement (Imax Corp), Loan Agreement (KBS Strategic Opportunity REIT, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere hereinin Section 3.08 or 10.08 hereof, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments. Any Bank having outstanding both Committed Loans and Bid Loans at any time a right of set-off is exercised by such Bank shall apply the proceeds of such set-off first to such Bank’s Committed Loans, until its Committed Loans are reduced to zero, and thereafter to its Bid Loans.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Deluxe Corp), Day Revolving Credit Agreement (Deluxe Corp), Year Revolving Credit Agreement (Deluxe Corp)

Sharing of Payments, Etc. If, other than as expressly 32 84 provided elsewhere herein, any Lender Bank or Swap Provider shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall, and each Bank that is an Affiliate of such Swap Provider shall cause such Swap Provider to, immediately (a) notify the Agent Agents of such fact, and (b) purchase from the other Lenders Banks and Swap Providers such participation participations in the Loans made by them and the Specified Swap Amounts owing to them as shall be necessary to cause such purchasing Lender Bank and Swap Provider to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank and Swap Provider shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's and Swap Provider's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's and Swap Provider's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank or Swap Provider may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 5 contracts

Samples: Credit Agreement (Enstar Income Growth Program Six a L P), Credit Agreement (Enstar Income Program Iv-2 Lp), Credit Agreement (Enstar Income Program 1984-1 Lp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrowers or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 12.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 4 contracts

Samples: And Consolidated Loan Agreement (KBS Real Estate Investment Trust II, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.), And Consolidated Loan Agreement (KBS Real Estate Investment Trust II, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it LC Obligations any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata SharePercentage, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 4 contracts

Samples: Letter of Credit Reimbursement Agreement (Max Re Capital LTD), Letter of Credit Reimbursement Agreement (Max Re Capital LTD), Letter of Credit Reimbursement Agreement (Max Re Capital LTD)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Appears in 4 contracts

Samples: Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger Orthopedic Group Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Sharepro rata portion of payments or reductions on account of such obligations obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify each of the other Lenders and Administrative Agent of such factreceipt, and (bii) purchase from the other Lenders such participation participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Choicepoint Inc), Term Loan Credit Agreement (Choicepoint Inc), Revolving Credit Agreement (Choicepoint Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans Obligations made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.7) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 3.8 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 4 contracts

Samples: Credit Agreement (Standard Pacific Corp /De/), Revolving Credit Agreement (Standard Pacific Corp /De/), Revolving Credit Agreement (Standard Pacific Corp /De/)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the this exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying Lender’s 's required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.512.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 3 contracts

Samples: Credit Agreement (Westcoast Hospitality Corp), Credit Agreement (Cavanaughs Hospitality Corp), Credit Agreement (Cavanaughs Hospitality Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5SECTION 11.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 3 contracts

Samples: Credit Agreement (Century Business Services Inc), Credit Agreement (Lone Star Technologies Inc), Credit Agreement (Century Business Services Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including other than the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided, however, that Borrower shall not be obligated to pay any amount more than once as a result of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Essex Portfolio Lp), Revolving Credit Agreement (Essex Portfolio Lp), Revolving Credit Agreement (Essex Property Trust Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 3 contracts

Samples: Credit Agreement (Oshkosh Truck Corp), Credit Agreement (Century Business Services Inc), Credit Agreement (CBIZ, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that but if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (ix) the amount of such paying Lender’s 's required repayment to (iiy) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments. Any Lender having outstanding both Committed Loans and Competitive Bid Loans at any time a right of set-off is exercised by such Lender and applying such setoff to the Loans shall apply the proceeds of such set-off first to such Lender's Committed Loans, until its Committed Loans are reduced to zero, and thereafter to its Competitive Bid Loans.

Appears in 3 contracts

Samples: Credit Agreement (Commercial Metals Co), Credit Agreement (Commercial Metals Co), Commercial Metals Co

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account ------------------------ any payment or reduction (including, but not limited to, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligation of the Loans made by it any payment Borrower hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share of payments or reductions on account of such obligations obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify each of the other Lenders and the Administrative Agent of such factreceipt, and (bii) purchase from the other Lenders such participation participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest recovery or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsuch additional costs, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 3 contracts

Samples: Credit Agreement (Pure Resources Inc), Credit Agreement (Pure Resources Inc), Credit Agreement (Pure Resources Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 10.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 3 contracts

Samples: Loan Agreement (Highland Hospitality Corp), Loan Agreement (CBL & Associates Properties Inc), Loan Agreement (CBL & Associates Properties Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share of such payment (determined in accordance with the provisions of this Agreement), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.512.10 hereof) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 3 contracts

Samples: Credit Agreement (Nebco Evans Holding Co), Credit Agreement (Ameriserve Transportation Inc), Credit Agreement (Nebco Evans Holding Co)

Sharing of Payments, Etc. If, other than with respect to Swing-Line Advances made by the Administrative Agent, or other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans Advances made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Advances obtained by all the Banks, such Lender Bank shall immediately forthwith (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans Advances made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share Bank's Commitment Percentage (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, off but subject to Section 10.510.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under pursuant to this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 3 contracts

Samples: Credit Agreement (Schuler Homes Inc), Credit Agreement (Schuler Residential Inc), Credit Agreement (Schuler Homes Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, except pursuant to Sections 4.7, 12.1, and 12.9) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.512.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 3 contracts

Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Borrowers in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 3 contracts

Samples: Credit Agreement (Precision Castparts Corp), Credit Agreement (Precision Castparts Corp), Credit Agreement (Precision Castparts Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder) of such Loans, such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest clearly demonstrable error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (E&s Holdings Corp), Evenflo & Spalding Holdings Corp

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, howeverthat, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

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

Sharing of Payments, Etc. IfExcept as otherwise specifically provided (a) principal and interest payments shall be shared by Lenders in accordance with their respective Commitment Percentages while no Event of Default exists or their respective Default Percentages while an Event of Default exists, and (b) each other than as expressly provided elsewhere herein, payment on the Obligation shall be shared by Lenders in the proportion that the Obligation is owed to Lenders on the date of the payment. If any Lender shall obtain on account of the Loans made by it obtains any payment or prepayment with respect to the Obligation (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, including, without limitation, as a result of exercising its Rights under the SECTION 3.13) in excess that exceeds the part of its Pro Rata Sharethat payment or prepayment that it is then entitled to receive under the Credit Documents, such then that Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation in participations that will cause the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or prepayment ratably with each of them; provided, however, that if other Lender. If all or any portion of such any excess payment or prepayment is thereafter subsequently recovered from the purchasing Lender, such then the purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect extent of the total amount so recoveredrecovery. The Borrower agrees that any Lender so purchasing a participation from another Lender under this section may, to the fullest extent permitted by lawlawful, exercise all of its rights Rights of payment (including the right Right of set-off, but subject to Section 10.5offset) with respect to such that participation as fully as if such that Lender were the direct creditor of the Borrower in the amount of such that participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 2 contracts

Samples: Credit Agreement (Teppco Partners Lp), Credit Agreement (Teppco Partners Lp)

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the respective Obligations of the same kind obtained by all the Lenders entitled thereto, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other such Lenders such participation participations in the Loans such Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under pursuant to this Section 2.14 and will in each case notify the Lenders following any such purchase or repaymentpurchases.

Appears in 2 contracts

Samples: Credit Agreement (Globe Manufacturing Corp), Credit Agreement (Globe Manufacturing Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Co-Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Co-Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Regis Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained by all the Banks, such Lender Bank shall immediately forthwith (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them and the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share Commitment Percentage (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under pursuant to this Section 2.13 and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (General Mills Inc), Credit Agreement (General Mills Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase in Dollars from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

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

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

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

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Obligations obtained by all the Participating Lenders (an “excess payment”), such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other Lenders such participation participations in the Loans made by such Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest demonstrable error) of participation participations purchased under pursuant to this Section 4.13 and will in each case notify the Lenders following any such purchase or repaymentpurchases.

Appears in 2 contracts

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

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5SECTION 11.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Waterlink Inc), Credit Agreement (Genlyte Group Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Oshkosh Truck Corp), Credit Agreement (Oshkosh Truck Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of each the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Storage Technology Corp), Credit Agreement (Storage Technology Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

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

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

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

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Revolving Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Revolving Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

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

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Smith a O Corp), Credit Agreement (Smith a O Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its Pro Rata Sharethe amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off, but subject to Section 10.511.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Venoco, Inc.), Term Loan Agreement (Venoco, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its Pro Rata Sharethe amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-set off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Exploration Co of Delaware Inc), Term Loan Agreement (Exploration Co of Delaware Inc)

Sharing of Payments, Etc. If, other than as provided in Sections 3.04, ------------------------ ------------- 4.02, 4.03, 4.05 and 4.06 or as otherwise expressly provided elsewhere herein, ------------------------- any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any -------- ------- portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Georgia Pacific Corp), Credit Agreement (Georgia Pacific Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.9) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Pilgrim America Prime Rate Trust), Credit Agreement (Ing Prime Rate Trust)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere hereinin Section 3.08 or 10.08 hereof, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments. Any Bank having outstanding both Committed Loans and Bid Loans at any time a right of set-off is exercised by such Bank shall apply the proceeds of such set-off first to such Bank's Committed Loans, until its Committed Loans are reduced to zero, and thereafter to its Bid Loans.

Appears in 2 contracts

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

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareApplicable Percentage, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Credit Agreement (Montpelier Re Holdings LTD), Credit Agreement (Montpelier Re Holdings LTD)

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained by all the Banks, such Lender Bank shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other Lenders Banks such participation participations in the Loans made by them and the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share Commitment Percentage (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under pursuant to this Section 2.13 and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 2 contracts

Samples: Five Year Credit Agreement (General Mills Inc), Five Year Credit Agreement (General Mills Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans Loan made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Hanger, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Facility, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Facility, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Facility of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 11.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 1 contract

Samples: Revolving Loan Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share of such payment (determined in accordance with the provisions of this Agreement), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themother Lender; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Fiberite Holdings Inc)

Sharing of Payments, Etc. If, other than as expressly provided contemplated elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Loans obtained by all the Lenders, such Lender shall immediately forthwith (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, thereto together with an amount equal to such paying Lender’s ratable share a percentage (according to the proportion of calculated by dividing (i) the amount of such paying Lender’s 's required repayment to by (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its of such purchasing Lender's rights of payment (including the right of set-offsetoff, but subject to Section 10.510.08) with respect to such participation as fully as if such purchasing Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will shall keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under pursuant to this Section 2.15 and will shall in each case notify the Lenders following any such purchase or repaymentpurchases.

Appears in 1 contract

Samples: Assignment and Assumption (American Realty Capital Trust, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Fisher Companies Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest demonstrable error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Wallace Computer Services Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Invested Percentage of each Lender as in effect prior to receipt of such payment) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentSection.

Appears in 1 contract

Samples: Credit Agreement (Regional Management Corp.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5SECTION 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Giant Industries Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder) thereof, such Lender shall immediately forthwith (a) notify the Administrative Agent of such factfact (and the Administrative Agent shall, promptly after receipt thereof, send a copy of such notice to the Lenders), and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable 's proportionate share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under pursuant to this Section 2.15 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Plum Creek Timber Co Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans Obligations made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.7) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 3.8 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Revolving Credit Agreement (Standard Pacific Corp /De/)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share of the Agent payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 11.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 1 contract

Samples: Loan Agreement (Strategic Hotels & Resorts, Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the relevant Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Macdermid Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent and the Agent for its Lender Group of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying LenderXxxxxx’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Each Agent and the Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders each Agent following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Warehouse Agreement (Vroom, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Trylon Corp/Mi/)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or -------- ------- any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Globalcenter Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Smith a O Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; providedprovide, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Tracinda Corp)

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Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) otherwise on account of principal of or interest on any Loan, or any other amount payable hereunder, in excess of its Pro Rata ShareShare of payments and other recoveries received by all Lenders, such Lender shall immediately (a) i notify the Administrative Agent of such fact, fact and (b) ii purchase from the other Lenders such participation participations in the Loans made by (or other Obligations owed to them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery pro rata with each of themthem so that each Lender has received its Pro Rata Share of all such payments and other recoveries; provided, however, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) i the amount of such paying Lender’s 's required repayment to (ii) ii the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) 10.10 with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) error of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.participations

Appears in 1 contract

Samples: Term Credit Agreement (Tenneco Packaging Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantors under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 12.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 1 contract

Samples: Construction Loan Agreement (FC Global Realty Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Pma Capital Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Outstanding funded by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (a) notify the Deal Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Deal Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders each Agent following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Santander Holdings USA, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (White Cap Holdings Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.11) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Odyssey Re Holdings Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Note Purchaser shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender Note Purchaser shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Note Purchasers such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender Note Purchaser to share the excess payment pro rata (based on the Pro Rata Share of each Note Purchaser) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderNote Purchaser, such purchase shall to that extent be rescinded and each other Lender Note Purchaser shall repay to the purchasing Lender Note Purchaser the purchase price paid therefor, together with an amount equal to such paying Lender’s Note Purchaser's ratable share (according to the proportion of (i) the amount of such paying Lender’s Note Purchaser's required repayment to (ii) the total amount so recovered from the purchasing LenderNote Purchaser) of any interest or other amount paid or payable by the purchasing Lender Note Purchaser in respect of the total amount so recovered. recovered The Borrower agrees that any Lender Note Purchaser so purchasing a participation from another Lender Note Purchaser may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were Note Purchaser was the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders each Agent following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Loan Purchase Agreement (Nelnet Inc)

Sharing of Payments, Etc. If, other other, than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Picturetel Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, pursuant to any guaranty or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Paying Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.512.10) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Paying Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Quality Food Centers Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder) of such Loans, such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Fidelity National Financial Inc /De/)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its Pro Rata Sharethe amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-set off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Term Loan Agreement (TXCO Resources Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Holdings agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Holdings in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Building Materials Holding Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of its Commitment or the Loans made by it (other than pursuant to Section 9.4 and any other payment appropriately made for the account of a specific Lender hereunder), in excess of its Pro Rata Shareratable share of payments on account of the Commitments or the Loans obtained by all of the Lenders, then such Lender shall be deemed to have received such payment as agent for, and on behalf of, all the Lenders and shall immediately (a) notify advise the Agent of the receipt of such factfunds and promptly transmit the amount thereof to the Agent for prompt distribution among the Lenders as provided for in this Agreement and such funds transmitted to the Agent shall be credited as a payment by the Company under this Agreement; provided, however, that such Lender so transmitting funds to the Agent shall not be deemed to have received, and (b) purchase from the other Lenders such participation in the Loans made by them as Company shall be necessary deemed not to cause have made to such purchasing Lender (to share the excess extent funds are transmitted to the Agent), any payment pro rata with each of themtransmitted to the Agent by such Lender pursuant to this Section 2.11; providedprovided further, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing such Lender, such purchase credited payment shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender mayand benefits returned, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsuch recovery, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentwithout interest.

Appears in 1 contract

Samples: Execution Copy (Mobile Energy Services Co LLC)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5SECTION 11.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Revolving Credit Agreement (Teletech Holdings Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower, Owner or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees and Owner agree that any Lender so purchasing a participation from another Lender pursuant to this Section 11.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower and/or Owner in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 1 contract

Samples: Revolving Loan Agreement (Columbia Equity Trust, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its Pro Rata Sharethe amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Revolving Credit Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off, but subject to Section 10.511.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (BMC, Ltd.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Truck Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Revolving Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Revolving Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Regis Corp)

Sharing of Payments, Etc. If, other than as provided in Sections 3.05, ------------------------ ------------- 4.02, 4.03, 4.05 and 4.06 or as otherwise expressly provided elsewhere herein, ------------------------- any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if -------- ------- all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Georgia Pacific Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (American Disposal Services Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Invested Percentage of each Lender as in effect prior to receipt of such payment) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentSection.

Appears in 1 contract

Samples: Credit Agreement (Regional Management Corp.)

Sharing of Payments, Etc. If, other than as provided in Sections ------------------------ -------- 4.05, 5.02, 5.03, 5.05 and 5.06 or as otherwise expressly provided elsewhere ------------------------------- herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any -------- ------- portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Georgia Pacific Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest errorrebuttable presumptive evidence) of participation participations purchased under this Section section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Longview Fibre Co)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, PROVIDED that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5SECTION 10.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section SECTION 2.14 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Tower Automotive Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Lee Enterprises Inc)

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Obligations of the same kind obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other Lenders such participation participations in the Loans such Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under pursuant to this Section 2.14 and will in each case notify the Lenders following any such purchase or repaymentpurchases.

Appears in 1 contract

Samples: Credit Agreement (Communications Instruments Inc)

Sharing of Payments, Etc. IfEach borrowing of Loans from the Lenders under Section 2.1 shall be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Loans, other than as expressly provided elsewhere hereinand each payment of interest on the Loans, shall be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain on account any payment in respect of the Loans made by it Borrower's Obligations, under this Agreement or the Notes, or any payment other Loan Document (whether voluntary, voluntary or involuntary, through the exercise of any right of set-off, setoff or otherwise) ), in excess of its Pro Rata Sharethe share which it would have been entitled to receive had such payment been made to the Agent, such Lender shall immediately (a) forthwith notify the Agent of such fact, and (b) shall purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter afterward recovered from the such purchasing Lender, such the purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid thereforrestored, together with an amount equal to such paying Lender’s ratable share (according without interest, to the proportion of (i) the amount extent of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovery. The Borrower authorizes the purchase of such participations and agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, may exercise all of its rights of to payment (including the right of set-set off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower (in the amount addition to in respect of its own Loans) in respect of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hollywood Entertainment Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5SECTION 11.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Giant Industries Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Syndicated Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Syndicated Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Each Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.9) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower such Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Danka Business Systems PLC)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere ------------------------- herein, any Lender shall obtain on account of the Loans made by it any non- pro rata payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is -------- thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Commitment Percentage (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.9) with respect ------------ to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Pen Tab Industries Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Sharepercentage of outstanding Loans, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section Section, and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Sather Trucking Corp)

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareapplicable Commitment Percentage of payments on account of the Obligations of the same kind obtained by all the Lenders entitled to such payment, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other Lenders entitled to such participation payment such participations in the Loans such Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is -------- ------- thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender entitled to such payment shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's applicable Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under pursuant to this Section 2.14 and will in each case notify the Lenders ------------ following any such purchase or repaymentpurchases.

Appears in 1 contract

Samples: Credit Agreement (Communications Instruments Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5SECTION 10.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Revolving Credit Agreement (Teletech Holdings Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.14 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Tower Automotive Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentSection.

Appears in 1 contract

Samples: Warehouse Agreement (Vroom, Inc.)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Note Purchaser shall obtain on account of the Loans made by Note Purchases owed to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender Note Purchaser shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Note Purchasers such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender Note Purchaser to share the excess payment pro rata (based on the Pro Rata Share of each Note Purchaser) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderNote Purchaser, such purchase shall to that extent be rescinded and each other Lender Note Purchaser shall repay to the purchasing Lender Note Purchaser the purchase price paid therefor, together with an amount equal to such paying Lender’s Note Purchaser's ratable share (according to the proportion of (i) the amount of such paying Lender’s Note Purchaser's required repayment to (ii) the total amount so recovered from the purchasing LenderNote Purchaser) of any interest or other amount paid or payable by the purchasing Lender Note Purchaser in respect of the total amount so recovered. The Borrower Issuer agrees that any Lender Note Purchaser so purchasing a participation from another Lender Note Purchaser may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were Note Purchaser was the direct creditor of the Borrower Issuer in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.15 and will in each case notify the Lenders each Agent following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Custodian Agreement (Nelnet Inc)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.Section. ARTICLE THREE

Appears in 1 contract

Samples: Loan and Security Agreement (DT Acceptance Corp)

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Credit Agreement (Motivepower Industries Inc)

Sharing of Payments, Etc. 50 60 If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the relevant Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Macdermid Inc)

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