Common use of Payments Pro Rata Clause in Contracts

Payments Pro Rata. (a) The Paying Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party in respect of any of their obligations hereunder, it shall distribute such payment to the Purchasers (other than any Purchaser that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations with respect ---- to which such payment was received. (b) Each of the Purchasers agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Note, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligations, of a sum which with respect to the related sum or sums received by other Purchasers is in a greater proportion than the total of such Obligation then owed and due to such Purchaser bears to the total of such Obligation then owed and due to all of the Purchasers immediately prior to such receipt, then such Purchaser receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers an interest in the respective Obligations in such amount as shall result in a proportional participation by all of the Purchasers in such amount provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any Obligations of their obligations hereunderthe Borrower, it shall distribute such payment to the Purchasers Banks (other than any Purchaser Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Purchasers Banks is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Bank bears to the total of such Obligation then owed and due to all of the Purchasers Banks immediately prior to such receipt, then such Purchaser Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Banks an interest in the respective Obligations of the Borrower to such Banks in such amount as shall result in a proportional participation by all of the Purchasers Banks in such amount amount, provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. A. The Agents (aother than the Collateral Agent) The Paying Agent agrees agree that ----------------- promptly after its their receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Company or any Credit Party Guarantor, they shall, except as otherwise provided in respect of any of their obligations hereunderthis Agreement, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro --- ---- --- rata based upon their respective pro rata shares, if any, of the obligations with respect ---- to which such payment was receivedpayment. (b) B. Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the respective Obligations of the Company to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount; provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any of their obligations Obligations hereunder, it shall (except as otherwise provided in this Agreement) distribute such payment to the Purchasers (other than any Purchaser that has expressly waived its right to receive its Lenders pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans, Unpaid Drawings, Commitment Fees or other Fees, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount; provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any of their obligations Secured Obligations hereunder, it shall distribute such payment to the Purchasers (other than any Purchaser that has expressly waived its right to receive its Lenders pro rata share thereof) pro --- ---- --- rata based upon their respective sharesinterests, if any, of the obligations Secured Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff set off or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loan or to the payment of any of the other Secured Obligations, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Secured Obligation then owed and due to such Purchaser Lender bears to the total of such Secured Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Secured Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount, provided that if all or or, any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) A. The Paying Agent agrees that ----------------- promptly after its receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Company or any Credit Party in respect of any of their obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro --- ---- --- rata based upon their respective pro rata shares, if any, of the obligations with respect ---- to which such payment was receivedpayment. (b) B. Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the respective Obligations of the Company to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount; provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party in respect of any Obligations of their obligations such Credit Party hereunder, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or fees, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount, provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent Payments Administrator agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party in respect of any of their obligations hereunderObligations, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a -42- 49 greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount, provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent Payments Administrator agrees that ----------------- promptly after its receipt of each payment from or on behalf of any either Credit Party in respect of any Obligations of their obligations hereundersuch Credit Party, it shall shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), distribute such payment to the Purchasers (other than any Purchaser that has expressly waived its right to receive its Banks pro rata share thereof) pro --- ---- --- rata based upon their respective --- ---- shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Purchasers Banks is in a greater proportion than the total of such Obligation Obligations then owed and due to such Purchaser Bank bears to the total of such Obligation Obligations then owed and due to all of the Purchasers Banks immediately prior to such receipt, then such Purchaser Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Banks an interest in the respective Obligations to such Banks in such amount as shall result in a proportional participation by all of the Purchasers Banks in such amount amount, provided that if all or any portion of such -------- excess amount is thereafter recovered from such PurchaserBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a1) The Paying Agent agrees that ----------------- promptly after its receipt of each payment of any interest or premium on or principal of the Loans from or on behalf of the Company or any Credit Party in respect of any of their obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro --- ---- --- rata based upon their respective pro rata shares, if any, of the obligations with respect ---- to which such payment was receivedpayment. (b2) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Purchaser Lender bears to the total of such Obligation Obligations then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the respective Obligations of the Company to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount; provided that that, if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent Collateral Trustee agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any of their obligations Loans hereunder, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Loans with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or fees, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation Commitment then owed and due to such Purchaser Lender bears to the total of such Obligation Commitment then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash Cash without recourse or warranty from the other Purchasers Lenders an interest in the respective Obligations Loans to such other Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount disproportionate sum received; provided that that, if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Loan Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any of their obligations Loans hereunder, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Loans with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or fees, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation Commitment then owed and due to such Purchaser Lender bears to the total of such Obligation Commitment then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash Cash without recourse or warranty from the other Purchasers Lenders an interest in the respective Obligations Loans to such other Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount disproportionate sum received; provided that that, if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party in respect of any Obligations of their obligations hereundersuch Credit Party, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount, provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any of their obligations hereunderObligations, it shall distribute such payment to the Purchasers Banks (other than any Purchaser Bank that has expressly waived its right to receive its pro rata PRO RATA share thereof) pro --- ---- --- rata PRO RATA based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Purchasers Banks is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Bank bears to the total of such Obligation then owed and due to all of the Purchasers Banks immediately prior to such receipt, then such Purchaser Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Banks an interest in the respective Obligations to such Banks in such amount as shall result in a proportional participation by all of the Purchasers Banks in such amount provided amount, PROVIDED that if all or any portion of such excess amount is thereafter recovered from such PurchaserBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent Payments Administrator agrees that ----------------- promptly after its receipt of each payment from or on behalf of any either Credit Party in respect of any Obligations of their obligations hereundersuch Credit Party, it shall shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), distribute such payment to the Purchasers (other than any Purchaser that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata Banks PRO RATA based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Purchasers Banks is in a greater proportion than the total of such Obligation Obligations then owed and due to such Purchaser Bank bears to the total of such Obligation Obligations then owed and due to all of the Purchasers Banks immediately prior to such receipt, then such Purchaser Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Banks an interest in the respective Obligations to such Banks in such amount as shall result in a proportional participation by all of the Purchasers Banks in such amount provided amount, PROVIDED that if all or any portion of such excess amount is thereafter recovered from such PurchaserBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent agrees that ----------------- promptly after its receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Company or any Credit Party in respect of any of their obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro --- ---- --- rata based upon their respective pro rata shares, if any, of the obligations with respect ---- to which such payment was receivedpayment. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Purchaser Lender bears to the total of such Obligation Obligations then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the respective Obligations of the Company to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount; provided that 107 that, if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Except as otherwise provided in this Agreement, the Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party in respect of any Obligations of their obligations hereundersuch Credit Party, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof any such payment) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Note, by the exercise of the right of setoff or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receiptreceipt (an “Excess Amount”), then such Purchaser Lender receiving such excess payment Excess Amount shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount; provided that if all or any portion of such excess amount Excess Amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent agrees that ----------------- promptly after its receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Company or any Credit Party in respect of any of their obligations hereunderGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro --- ---- --- rata based upon their respective pro rata shares, if any, of the obligations with respect ---- to which such payment was receivedpayment. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans of a sum which 104 with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Purchaser Lender bears to the total of such Obligation Obligations then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the respective Obligations of the Company to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount; provided that that, if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party in respect of any Obligations of their obligations hereundersuch Credit Party, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit DocumentsFinancing Agreements, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount, provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent agrees that ----------------- promptly after its ------------ ----------------- receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any obligations of their obligations hereunder, the Borrower hereunder it shall distribute such payment to the Purchasers (other than any Purchaser that has expressly waived its right to receive its Lenders pro rata share thereof) pro --- ---- --- rata based upon their respective sharesPro Rata Shares, if any, of the obligations with respect ---- to which such payment was received. (b) . Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff under Section 2.5.2 or otherwise or banker's lien, by counterclaim or cross ------------- action, by the enforcement of any right under the Credit Financing Documents, or otherwise) ), which is applicable to the payment of any of the Obligations, Obligations of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total amount of such Obligation then owed and due to such Purchaser Lender bears to the total amount of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, then such Purchaser Lender receiving such excess ------------- payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the respective Obligations of the Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount; provided further, however, that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party in respect of any Obligations of their obligations such Credit Party hereunder, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (ba) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount, provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party the Issuers in respect of any Obligations of their obligations the Issuers hereunder, it shall distribute such payment to the Purchasers (other than any Purchaser that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Purchase Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Notes or any of the ObligationsAdvances thereunder or any Fee, of a sum which with respect to the related sum or sums received by other Purchasers is in a greater proportion than the total amount of such Obligation then owed and due to such Purchaser bears to the total amount of such Obligation then owed and due to all of the Purchasers immediately prior to such receipt, then such Purchaser receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers an interest in the respective Obligations of the Issuers to such Purchasers in such amount as shall result in a proportional participation by all of the Purchasers in such amount provided amount; provided, however, that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Paying Agent Payments Administrator agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party in respect of any of their obligations hereunderObligations, it shall distribute such payment to the Purchasers Lenders (other than any Purchaser Lender that has expressly waived its right to receive its pro rata share thereof) pro --- ---- --- rata based upon their respective shares, if any, of the obligations Obligations with respect ---- to which such payment was received. (b) Each of the Purchasers Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon Notesecurity, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of any of the Obligationsprincipal of, or interest on, the Loans, of a sum which with respect to the related sum or sums received by other Purchasers Lenders is in a greater proportion than the total of such Obligation then owed and due to such Purchaser Lender bears to the total of such Obligation then owed and due to all of the Purchasers Lenders immediately prior to such receipt, then such Purchaser Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Purchasers Lenders an interest in the Obligations of the respective Obligations Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Purchasers Lenders in such amount amount, provided that if all or any portion of such excess amount is thereafter recovered from such PurchaserLender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.