Common use of Payments Pro Rata Clause in Contracts

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent The Collateral Trustee agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderLoans hereunder and pursuant to the Indenture, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective sharesPercentages, if any, of the Obligations Loans with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commissionfees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation Commitment then owed and due to such Lender bears to the total of such Obligation Commitment then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash Cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Loans to such other Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amountdisproportionate sum received; provided that that, if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata PRO RATA share of any such payment) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided PROVIDED, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(d), 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, the Loans Guarantors hereunder or Commitment Commission, under the Notes or other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks in accordance with their respective applicable Commitments is in a greater proportion than the total amount of such Obligation principal, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks in accordance with their respective applicable Commitments immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in accordance with their respective applicable Commitments in the aggregate unpaid amount of principal, interest, fees or any such amount; other obligation, as the case may be, owed to all of the Banks in accordance with their respective applicable Commitments, provided that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank in accordance with their respective Commitments shall be rescinded and each such other applicable Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank’s ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank’s ratable share (according to the proportion of (a) the amount of such other Bank’s required repayment to (b) shall be subject the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.16 may, to the express provisions fullest extent permitted by law, exercise all its rights of this Agreement which require, or permit, differing payments payment (including the right of set-off) with respect to be made to Non-Defaulting Lenders such participation as opposed to Defaulting Lendersfully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Credit Document Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Credit Document Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Credit Document Obligation then owed and due to such Lender bears to the total of such Credit Document Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Credit Document Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Facility Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Facility Fees or Commitment Commissionother Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations of such Borrower hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was receivedreceived and in accordance with the provisions hereof as to the application of prepayments. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation Obligations then owed and due to such Lender Bank bears to the total of such Obligation Obligations then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided PROVIDED, HOWEVER, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the respective Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Facility Fee or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation Obligations then owed and due to such Lender Bank bears to the total of such Obligation Obligations then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment Commissionother Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Revolving Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a15.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Facility Fees or Commitment Commissionother Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share --- ---- of any such payment) pro rata based upon their respective shares, if any, of the --- ---- Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided provided, that if -------- all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective sharespercentages, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Revolving Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Fees or Commitment Commissionthe L/C Obligations held by it, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall (i) purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest, or (ii) otherwise share such excess payment with the other Banks so that all of the Banks share in such excess payment on a pro rata basis. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their --- ---- respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess -------- amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Loan Party in respect of any Obligations of such Loan Party hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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), otherwise but excluding any amounts received pursuant to Section 1.14 or 12.4) which is applicable to the payment of the principal of, or interest on, the Term Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Loan Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the each Borrower in respect of any Obligations of such Borrower hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, except as otherwise provided in this Agreement, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) --- ---- pro rata based upon their respective shares, if any, of the Obligations with --- ---- respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is -------- thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Pledge Party in respect of any Obligations of such Pledge Party hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Pledge Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, except as contemplated in Section 12.04 or elsewhere herein, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders and the express provisions of Section 2.15 that permit differing payments among Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(d), 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, the Loans Guarantors hereunder or Commitment Commission, under the Notes or other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks in accordance with their respective applicable Commitments is in a greater proportion than the total amount of such Obligation principal, unreimbursed LC Disbursements, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, unreimbursed LC Disbursements, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks in accordance with their respective applicable Commitments immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in accordance with their respective applicable Commitments in the aggregate unpaid amount of principal, unreimbursed LC Disbursements, interest, fees or any such amount; other obligation, as the case may be, owed to all of the Banks in accordance with their respective applicable Commitments, provided that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank in accordance with their respective Commitments shall be rescinded and each such other applicable Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank’s ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank’s ratable share (according to the proportion of (a) the amount of such other Bank’s required repayment to (b) shall be subject the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.16 may, to the express provisions fullest extent permitted by law, exercise all its rights of this Agreement which require, or permit, differing payments payment (including the right of set-off) with respect to be made to Non-Defaulting Lenders such participation as opposed to Defaulting Lendersfully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than (i) if any Lender that has consented in writing to waive its pro rata share of any such payment, in which case such amounts shall be reallocated on a pro rata basis among the other Lenders or (ii) if all Lenders shall have consented in writing to waive their pro rata share of such payment, such payment shall be returned to the Borrowers) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Lender bears to the total of such Obligation Obligations then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Fee or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata PRO RATA share of any such payment) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided PROVIDED, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.03(b), 2.03(c), 2.03(d), 2.06(c), 2.10, 2.11, or 2.13, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, 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 this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, Guarantor hereunder or under the Loans Notes or Commitment Commission, other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation principal, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in the aggregate unpaid amount of principal, interest, fees or any such amount; other obligation, as the case may be, owed to all of the Banks, provided that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank shall be rescinded and each such other Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank's ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank's ratable share (b) shall be subject according to the express provisions proportion of (i) the amount of such other Bank's required repayment to (ii) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Agreement which requireSection 2.14 may, or permitto the fullest extent permitted by law, differing payments exercise all its rights of payment (including the right of set-off) with respect to be made to Non-Defaulting Lenders such participation as opposed to Defaulting Lendersfully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.13, 2.14, 2.16 or 2.17, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, Guarantor hereunder or under the Loans Notes or Commitment Commission, other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation principal, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in the aggregate unpaid amount of principal, interest, fees or any such amount; provided other obligation, as the case may be, owed to all of the Banks, provided, that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank shall be rescinded and each such other Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank’s ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank’s ratable share (according to the proportion of (a) the amount of such other Bank’s required repayment to (b) shall be subject the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.18 may, to the express provisions fullest extent permitted by law, exercise all its rights of this Agreement which require, or permit, differing payments payment (including the right of set-off) with respect to be made to Non-Defaulting Lenders such participation as opposed to Defaulting Lendersfully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata PRO RATA share of any such payment) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided PROVIDED that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Each Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers or other Credit Parties in respect of any Obligations hereunderObligations, it shall distribute such payment to the Lenders (other than any Lender that has consented expressly waived in writing its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Class of Loans or other Obligations with respect to which such payment was received. As to any such payment received by the Administrative Agents prior to 1:00 P.M. (local time at its Payment Office) in funds which are immediately available on such day, the Administrative Agents will use all reasonable efforts to distribute such payment in immediately available funds on the same day to the Lenders as aforesaid. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(asections 15.6(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Lenders which are not Defaulting Lenders Lenders, as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(d), 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, Guarantor hereunder or under the Loans Notes or Commitment Commission, other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation principal, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in the aggregate unpaid amount of principal, interest, fees or any such amount; other obligation, as the case may be, owed to all of the Banks, provided that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank shall be rescinded and each such other Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank’s ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank’s ratable share (according to the proportion of (a) the amount of such other Bank’s required repayment to (b) shall be subject the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.16 may, to the express provisions fullest extent permitted by law, exercise all its rights of this Agreement which require, or permit, differing payments payment (including the right of set-off) with respect to be made to Non-Defaulting Lenders such participation as opposed to Defaulting Lendersfully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderObligations, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata PRO RATA share of any such paymentthereof) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 Loan Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided , PROVIDED that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the a Borrower in respect of any Obligations of such Borrower hereunder, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionTerm Loans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) --- ---- pro rata based upon their respective shares, if any, of the Obligations with --- ---- respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess -------- amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower or any Subsidiary in respect of any Obligations of Borrower or any Subsidiary hereunder, if it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrower or any Subsidiary, respectively, to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided provided, however, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata PRO RATA share of any such paymentthereof) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided , PROVIDED that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(e), 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, Guarantor hereunder or under the Loans Notes or Commitment Commission, other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation principal, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in the aggregate unpaid amount of principal, interest, fees or any such amount; other obligation, as the case may be, owed to all of the Banks, provided that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank shall be rescinded and each such other Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank’s ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank’s ratable share (according to the proportion of (a) the amount of such other Bank’s required repayment to (b) shall be subject the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.16 may, to the express provisions fullest extent permitted by law, exercise all its rights of this Agreement which require, or permit, differing payments payment (including the right of set-off) with respect to be made to Non-Defaulting Lenders such participation as opposed to Defaulting Lendersfully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementAgreement (including in Section 8.04), the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each Except as otherwise provided in this Agreement, each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its ----------------- receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based --- ---- upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received re ceived by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation participa tion by all of the Lenders Banks in such amount; provided provided, that -------- if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each E ach of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that that, if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a14.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementAgreement or the Fee Letter, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Bridge Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receiptreceipt (an "Excess Amount"), then such Lender receiving such excess payment Excess Amount shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided provided, however, that if all or any portion of such excess amount Excess Amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the a Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, that if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, 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 this Agreement or the Credit DocumentsNotes, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Company hereunder or interest on, under the Loans or Commitment Commission, Notes of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation principal, interest, Commitment Commission or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, Commitment Commission, or any such Obligation other obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Company to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in the aggregate unpaid amount of principal, interest, Commitment Commission, or any such amount; provided other obligation, as the case may be, owed to all of the Banks, PROVIDED that if all or any portion of such excess amount payment is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation Obligations then owed and due to such Lender Bank bears to the total of such Obligation Obligations then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06 (a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) --- ---- pro rata based upon their respective shares, if any, of the Obligations with --- ---- respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all -------- or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment Commissionregularly accruing Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06 (a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations of the Borrower hereunder, it shall distribute by the next Business Day such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) and Issuing Bank pro rata based upon their respective sharesPro Rata Shares, if any, of the Obligations with respect to which such payment was receivedthen due and owing. (b) Each of the Lenders and Issuing Bank agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 that is applicable to the payment of the principal of, or interest on, the Loans Loans, or Commitment Commission, under any Letter of Credit of a sum which with respect to the related sum or sums received by other Lenders or the Issuing Bank, as the case may be, is in a greater proportion than the total amount of such Obligation then owed and due to such Lender or Issuing Bank bears to the total amount of such Obligation then owed and due to all of the Lenders and the Issuing Bank immediately prior to such receipt, then such Lender or the Issuing Bank, as the case may be, receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders and the Issuing Bank an interest in the Obligations of the respective Credit Party Borrower to such Lenders and the Issuing Bank in such amount as shall result in a proportional participation by all the Lenders and the Issuing Bank in such amountamount in accordance with their Pro Rata Share of the Obligations then due and owing as provided in clause (ii) of the definition of "Pro Rata Share"; provided provided, however, that if all or any portion of such excess amount is thereafter recovered from such LenderLender or Issuing Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations of such Borrower hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Facility Fees or Commitment Commissionother Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation then owed and due to such Lender Bank bears to the total amount of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrowers to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided provided, however, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c; and provided, further, that a Bank's obligations pursuant to this Section 11.06(b) Notwithstanding anything shall not be interpreted to the contrary contained herein, the provisions apply to any portion of the preceding Sections 11.06(aFee which is payable to such Bank pursuant to Section 3.01(b) hereof and (b) shall be subject is not payable to other Banks because of the express provisions of this Agreement which require, or permit, Banks' differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting LendersCommitment levels.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Term Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Term Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Term Obligation then owed and due to such Lender bears to the total of such Obligation Term Obligations then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Term Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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, except as a result of Sections 1.12 or 11.04), which is applicable to the payment of the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrowers to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Revolving Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party hereunder or under any Credit Document, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective sharesshares (other than to any Bank which has waived in writing its receipt of such distribution), if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans pursuant to any Borrowing, Unpaid Drawings or Commitment CommissionFacility Fee, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective such Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a14.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.03(b), 2.03(c), 2.03(d), 2.06(c), 2.10, 2.11, 2.13, or 2.15, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, 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 this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, Guarantor hereunder or under the Loans Notes or Commitment Commission, other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation principal, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in the aggregate unpaid amount of principal, interest, fees or any such amount; other obligation, as the case may be, owed to all of the Banks, provided that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank shall be rescinded and each such other Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank's ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank's ratable share (b) shall be subject according to the express provisions proportion of this Agreement which require, (i) the amount of such other Bank's required repayment to (ii) the total amount so recovered from the purchasing Bank) of any interest or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and 12.06(a)and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) (i) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting LendersLenders and (ii) shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after ------------ ----------------- its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, obligations of the Borrower hereunder it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective sharesPro Rata Shares, unless payment is for a Swing Loan in which event such payment shall be distributed to Fleet pursuant to Section 2.16 herein, if any, of the Obligations obligations with respect to which such payment was received. (b) . Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff under Section 2.5(b) or otherwise or banker’s '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 the principal of, or interest on, the Loans or Commitment Commission, Obligations of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total amount of such Obligation then owed and due to such Lender bears to the total amount of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2(c), then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided further, however, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Agent agrees that promptly after ----------------- its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata --- ---- --- ---- based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided provided, that if -------- all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations of such Borrower hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro Pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionTerm Loans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Loan Party in respect of any Obligations of such Loan Party hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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), otherwise but excluding any amounts received pursuant to Section 1.15 or 12.4) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Fees or Commitment Commissionreimbursement obligations in respect of the Letters of Credit, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Loan Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments pay the Borrower to be made the Banks); provided that, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.07 through 9.10, inclusive, shall utilize accounting principles and policies in conformity with those used to Non-Defaulting Lenders as opposed prepare the historical financial statements delivered to Defaulting Lendersthe Banks pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP").

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment CommissionLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation Obligations then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Fees or Commitment Commissionreimbursement obligations in respect of the Letters of Credit, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express The provisions of this Agreement Section 12.6 shall not apply to any payments received by any Lender in respect of any assignment of its Loans pursuant to Section 12.4, including any Credit Party Loan Purchase which require, or permit, differing payments to be results in a Cancellation made to Non-Defaulting Lenders as opposed to Defaulting Lendersin accordance with Section 12.4(e).

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) 1. Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) 2. Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lender'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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(d), 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, the Loans Guarantors hereunder or Commitment Commission, under the Notes or other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks in accordance with their respective applicable Commitments is in a greater proportion than the total amount of such Obligation principal, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks in accordance with their respective 128384814_9 applicable Commitments immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in accordance with their respective applicable Commitments in the aggregate unpaid amount of principal, interest, fees or any such amount; other obligation, as the case may be, owed to all of the Banks in accordance with their respective applicable Commitments, provided that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank in accordance with their respective Commitments shall be rescinded and each such other applicable Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank’s ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank’s ratable share (according to the proportion of (a) the amount of such other Bank’s required repayment to (b) shall be subject the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.16 may, to the express provisions fullest extent permitted by law, exercise all its rights of this Agreement which require, or permit, differing payments payment (including the right of set-off) with respect to be made to Non-Defaulting Lenders such participation as opposed to Defaulting Lendersfully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (ca) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share --- ---- of any such payment) pro rata based upon their respective shares, if any, of the --- ---- Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(d), 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each of the Administrative Agent Banks agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder payment (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under this Agreement or the Notes or other Credit Documents, or otherwise), which is applicable to the payment ) in respect of any obligation of the principal of, Borrower or interest on, the Loans Guarantors hereunder or Commitment Commission, under the Notes or other Credit Documents of a sum which with respect to the related sum or sums received by other Lenders Banks in accordance with their respective applicable Commitments is in a greater proportion than the total amount of such Obligation principal, interest, fees or any other obligation incurred hereunder, as the case may be, then owed and due to such Lender Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Lenders Banks in accordance with their respective applicable Commitments immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in accordance with their respective applicable Commitments in the aggregate unpaid amount of principal, interest, fees or any such amount; other obligation, as the case may be, owed to all of the Banks in accordance with their respective applicable Commitments, provided that if all or any portion of such excess amount payment is thereafter recovered from such Lenderpurchasing Bank, such purchase from each other Bank in accordance with their respective Commitments shall be rescinded and each such other applicable Bank shall repay to the purchasing Bank the purchase price restored to the extent of such recovery, but without interest. other Bank’s ratable share (c) Notwithstanding anything according to the contrary contained herein, proportion of (i) the provisions amount of the preceding Sections 11.06(aparticipation purchased from such other Bank as a result of such excess payment to (ii) and the total amount of such excess payment) of such recovery together with an amount equal to such other Bank’s ratable share (according to the proportion of (a) the amount of such other Bank’s required repayment to (b) shall be subject the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.16 may, to the express provisions fullest extent permitted by law, exercise all its rights of this Agreement which require, or permit, differing payments payment (including the right of set-off) with respect to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.such 47 122723226_17

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Revolving Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans or Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata PRO RATA share of any such payment) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided PROVIDED that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings or Commitment CommissionFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) --- ---- pro rata based upon their respective shares, if any, of the Obligations with --- ---- respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess -------- amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders Banks as opposed to Defaulting LendersBanks.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Fee or Commitment CommissionLetter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.6(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, 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 the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Com- mission or Commitment Commissionother Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a13.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Non- Defaulting Lenders Banks as opposed to Defaulting LendersBanks.