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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Loans or Commitment Commission or Letter of Credit FeesCommission, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(a11.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Feesfees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation Commitment then owed and due to such Bank Lender bears to the total of such Obligation Commitment then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash Cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Loans to such Banks other Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amountdisproportionate sum received; provided that that, if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Loans or Commitment Commission or Letter of Credit FeesCommission, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative The Collateral Agent 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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Feesfees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation Commitment then owed and due to such Bank Lender bears to the total of such Obligation Commitment then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash Cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Loans to such Banks other Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amountdisproportionate sum received; provided that that, if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(a11.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Facility Fees or Letter of Credit other Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(a11.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(d), the Administrative Agent agrees that promptly after its receipt of 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any 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 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 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, Unpaid Drawings, Commitment Commission Guarantors hereunder or Letter of under the Notes or other Credit Fees, Documents of a sum which with respect to the related sum or sums received by other 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 Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Banks in accordance with their respective applicable Commitments immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the 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 purchasing 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 13.06(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 Banks such participation as opposed to Defaulting Banksfully 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 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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Feesfees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided PROVIDED, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Credit Document Obligation then owed and due to such Bank Lender bears to the total of such Credit Document Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Credit Document Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(d), the Administrative Agent agrees that promptly after its receipt of 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any 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 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 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, Unpaid Drawings, Commitment Commission Guarantors hereunder or Letter of under the Notes or other Credit Fees, Documents of a sum which with respect to the related sum or sums received by other 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 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 Banks in accordance with their respective applicable Commitments immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the 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 purchasing 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 13.06(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 Banks such participation as opposed to Defaulting Banksfully 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 hereunderof the Borrower, it shall distribute such payment to the Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Fees or Letter of Credit Feesthe L/C Obligations held by it, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall (i) purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Bank, 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 13.06(a11.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders entitled thereto (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided PROVIDED, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Facility Fee or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation Obligations then owed and due to such Bank bears to the total of such Obligation Obligations then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit other Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders entitled thereto (other than (i) if any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Bank Lender bears to the total of such Obligation Obligations then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Fee or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is -------- thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Pledge Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(a11.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders entitled thereto (other than any Bank 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 Banks 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 ’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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders 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 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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided PROVIDED that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided , PROVIDED that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(e), the Administrative Agent agrees that promptly after its receipt of 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any 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 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 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, Unpaid Drawings, Commitment Commission Notes or Letter of other Credit Fees, Documents of a sum which with respect to the related sum or sums received by other 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 Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the 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 purchasing 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 13.06(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 Banks such participation as opposed to Defaulting Banksfully 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 Banks Lenders entitled thereto (other than any Bank 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 Banks 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 ’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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess -------- amount is thereafter recovered from such BankLender, 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 13.06(a11.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.13, the Administrative Agent agrees that promptly after its receipt of 2.14, 2.16 or 2.17, each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any 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 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 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, Unpaid Drawings, Commitment Commission Notes or Letter of other Credit Fees, Documents of a sum which with respect to the related sum or sums received by other 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 Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the 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 purchasing 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 13.06(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 Banks such participation as opposed to Defaulting Banksfully 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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Loans or Commitment Commission or Letter of Credit FeesCommission, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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 Revolving Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders entitled thereto (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(a11.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders, as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided PROVIDED that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided provided, that if -------- all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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 Revolving Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower or any Subsidiary, respectively, to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided provided, however, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders entitled thereto (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.03(b), the Administrative Agent agrees that promptly after its receipt of 2.03(c), 2.03(d), 2.06(c), 2.10, 2.11, or 2.13, each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any 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 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 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, Unpaid Drawings, Commitment Commission Notes or Letter of other Credit Fees, Documents of a sum which with respect to the related sum or sums received by other 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 Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the 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 purchasing 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 13.06(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 Banks such participation as opposed to Defaulting Banksfully 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 any Loan Party in respect of any Obligations of such Loan Party hereunder, it shall distribute such payment to the Banks Lenders (other than any Bank 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 Banks 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), 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 Loans, Unpaid Drawings, Commitment Commission Term Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Loan Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

Payments Pro Rata. (aA) 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 Banks (other than any 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. (bB) Each of the Banks agrees thatthat (except as otherwise specifically provided with respect to Swing Line Loans), 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 that is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings, Commitment Commission or under any Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other the Banks is in a greater proportion than the total amount of such Obligation then owed and due to such Bank bears to the total amount of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other the Banks an interest in the Obligations of the respective Credit Party Borrower to such the Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided provided, however, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Loans or Commitment Commission or Letter of Credit FeesCommission, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders entitled thereto (other than any Bank 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 Banks 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 Term Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess -------- amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 hereunderof the Borrower, it shall distribute such payment to the Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Competitive Bid Loans or Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided , PROVIDED that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.06(d), the Administrative Agent agrees that promptly after its receipt of 2.07(b), 2.09(b), 2.11, 2.12, 2.14 or 2.15, each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any 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 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 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, Unpaid Drawings, Commitment Commission Notes or Letter of other Credit Fees, Documents of a sum which with respect to the related sum or sums received by other 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 Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the 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 purchasing 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 13.06(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 Banks such participation as opposed to Defaulting Banksfully 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 Banks Lenders (other than any Bank 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 Banks 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 Loan Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided , PROVIDED that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Facility Fees or Letter of Credit other Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Borrower to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 any Credit Party in respect of any Obligations hereunderof such Credit Party, it shall distribute such payment to the Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 of the Borrower hereunder, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any Bank that has consented in writing to waive its 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

Payments Pro Rata. (a) Except as otherwise provided in by this Agreement, 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 hereunderObligations, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation Obligations then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank Lender that has consented expressly waived in writing 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. As to any such payment received by the Administrative Agent prior to 1:00 P.M. (local time at its Payment Office) in funds which are immediately available on such day, the Administrative Agent 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided , PROVIDED that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(asections 12.6(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 Banks Lenders, as opposed to Defaulting BanksLenders.

Payments Pro Rata. (a1) 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 the Administrative Agent shall distribute such payment to the Banks Lenders entitled thereto (other than any Bank 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. (b2) Each of the Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Credit Document Obligation then owed and due to such Bank Lender bears to the total of such Credit Document Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Credit Document Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c3) Notwithstanding anything to For the contrary contained hereinavoidance of doubt, the provisions of this Section 12.6 shall not be construed to apply to (A) the preceding Sections 13.06(a) assignments and (b) shall be subject to the express provisions of this Agreement which requireparticipations described in Section 12.4, or permit, differing payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks(B) the incurrence of any Permitted Refinancing Indebtedness.

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 Banks (other than any 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.. 143 (b) Each of the 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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 princi pal of, or interest on, the Loans, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided provided, that if -------- all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Fee or Letter of Credit FeesFee, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation Obligations then owed and due to such Bank bears to the total of such Obligation Obligations then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Obliga- -95- -87- tions to such Banks in such amount as shall result in a proportional participation parti- cipation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Fees or Letter reimbursement obligations in respect of Credit Feesthe Letters of Credit, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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 148 Documents, or otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided provided, that if all or any portion of such excess amount is thereafter -------- recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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 -146- -88- otherwise), ) which is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Obliga- tions to such Banks in such amount as shall result in a proportional participation parti- cipation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders entitled thereto (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation Obligations then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Borrowers in respect of any Obligations hereunderObligations, it shall distribute such payment to the Banks Lenders (other than any Bank Lender that has consented expressly waived in writing 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. As to any such payment received by the Administrative Agent prior to 1:00 P.M. (local time at its Payment Office) in funds which are immediately available on such day, the Administrative Agent 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 Banks 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; provided , PROVIDED that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(asections 12.6(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 Banks Lenders, as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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 Revolving Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided provided, however, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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 princi- -109- 116 pal of, or interest on, the Loans, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission Fee or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party Obligor to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(aSection 13.7(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, any Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess -------- amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementSections 2.03, the Administrative Agent agrees that promptly after its receipt of 2.08(d), 2.09(b), 2.09(c), 2.11(c), 2.11(d), 2.13, 2.14, 2.16 or 2.17, each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Banks (other than any 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 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 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, Unpaid Drawings, Commitment Commission Notes or Letter of other Credit Fees, Documents of a sum which with respect to the related sum or sums received by other 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 Bank bears to the total amount of principal, interest, fees or any such Obligation other obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the 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 purchasing 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 13.06(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 Banks such participation as opposed to Defaulting Banksfully 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 of the Borrower hereunder, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrower to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all of the Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Loans or Commitment Commission or Letter of Credit FeesCommission, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders entitled thereto (other than any Bank 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 Banks 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Term Obligation then owed and due to such Bank Lender bears to the total of such Obligation Term Obligations then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Term Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLenders, 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 13.06(a11.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Banks 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 Revolving Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 Banks (other than any Bank that has consented in writing to waive its pro rata share of any such payment) 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 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 LoansLoans pursuant to any Borrowing, Unpaid Drawings, Commitment Commission Drawings or Letter of Credit FeesFacility Fee, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective such Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks Lenders (other than any Bank 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 Obligations with respect to which such payment was received. As to any such payment received by the Administrative Agent prior to 1:00 P.M. (local time at its Payment Office) in funds that are immediately available on such day, the Administrative Agent 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 Banks 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 ) that is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings, Commitment Commission Loans or Letter of Credit Fees, of a sum which that with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all of the Banks Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(asections 13.6(a) and (b) shall be subject to the express provisions of this Agreement which that require, or permit, differing payments to be made to Non-Lenders that are not Defaulting Banks Lenders, as opposed to Defaulting BanksLenders.

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 Banks Lenders (other than any Bank 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 Banks 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, Unpaid Drawings, Loans or Commitment Commission or Letter of Credit FeesCommission, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a greater proportion than the total of such Obligation then owed and due to such Bank Lender bears to the total of such Obligation then owed and due to all of the Banks Lenders immediately prior to such receipt, then such Bank Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Lenders an interest in the Obligations of the respective Credit Party to such Banks Lenders in such amount as shall result in a proportional participation by all the Banks Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such BankLender, 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 13.06(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 Banks Lenders as opposed to Defaulting BanksLenders.

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 either Borrower in respect of any Obligations of such Borrower hereunder, it shall distribute such payment to the Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Facility Fees or Letter of Credit other Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total amount of such Obligation then owed and due to such Bank bears to the total amount of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party Borrowers to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided provided, however, that if all or any portion of such excess amount is thereafter recovered from such Bank, 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 12.06(b) Notwithstanding anything shall not be interpreted to the contrary contained herein, the provisions apply to any portion of the preceding Sections 13.06(aFee which is payable to such Bank pursuant to Section 4.01(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 Banks as opposed to Defaulting BanksCommitment levels.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.

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 Banks (other than any 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 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, Unpaid Drawings, Commitment Commission Com- mission or Letter of Credit other Fees, of a sum which with respect to the related sum or sums received by other Banks is in a greater proportion than the total of such Obligation then owed and due to such Bank bears to the total of such Obligation then owed and due to all of the Banks immediately prior to such receipt, then such Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks an interest in the Obligations of the respective Credit Party to such Banks in such amount as shall result in a proportional participation by all the Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such 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 13.06(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 Banks as opposed to Defaulting Banks.