Common use of Payments Pro Rata Clause in Contracts

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that, if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

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

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof any such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans or feesCommitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender bears to the total of such Commitment Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders an interest in the Loans Obligations of the respective Credit Party to such other Lenders in such amount as shall result in a proportional participation by all of the Lenders in such disproportionate sum receivedamount; provided that, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

Payments Pro Rata. (aA) The Collateral Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Loans hereunder and pursuant to Obligations of the IndentureBorrower hereunder, it shall distribute by the next Business Day such payment to the Lenders (other than any Lender that has expressly waived its right to receive its pro rata share thereof) Banks pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (bB) Each of the Lenders 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 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which ), that is applicable to the payment of the principal of, or interest on, the Loans Loans, or fees, under any Letter of Credit of a sum which with respect to the related sum or sums received by other Lenders the Banks is in a greater proportion than the total amount of such Commitment Obligation then owed and due to such Lender Bank bears to the total amount of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders the Banks an interest in the Loans Obligations of the Borrower to such other Lenders the Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided thatprovided, however, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Loans hereunder and pursuant to Obligations of the IndentureBorrower, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived consented in writing to waive its right to receive its pro rata PRO RATA share thereofof such payment) pro rata PRO RATA based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or feesCompetitive Bid Loans or Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the Borrower to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum received; provided thatamount, PROVIDED that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to Obligations hereunder, the Indenture, it Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof any such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans or feesLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender bears to the total of such Commitment Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders an interest in the Loans Obligations of the respective Credit Party to such other Lenders in such amount as shall result in a proportional participation by all of the Lenders in such disproportionate sum receivedamount; provided that, that if all or any portion of such excess amount is thereafter recovered from such LenderLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations of such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations of such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided thatprovided, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has expressly waived consented in writing to waive its right to receive its pro rata PRO RATA share thereofof any such payment) pro rata PRO RATA based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans or feesLoans, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender bears to the total of such Commitment Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders an interest in the Loans Obligations of the Borrower to such other Lenders in such amount as shall result in a proportional participation by all of the Lenders in such disproportionate sum receivedamount; provided that, PROVIDED that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof any such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans or feesCommitment Commission, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

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

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations of such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided thatprovided, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) A. The Collateral Agent agrees Agents agree that promptly after its their receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Borrower Company or any Subsidiary Guarantor, they shall, except as otherwise provided in respect of any Loans hereunder and pursuant to the Indenturethis Agreement, it shall distribute such payment to the Lenders (other than any Lender that has expressly waived consented in writing to waive its right to receive its pro rata PRO RATA share thereofof such payment) pro rata PRO RATA based upon their respective PercentagesPRO RATA shares, if any, of the Loans with respect to which such payment was receivedpayment. (b) B. Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater -149- proportion than the total of such Commitment Obligation then owed and due to such Lender bears to the total of such Commitment Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders an interest in the Loans Obligations of the Company to such other Lenders in such amount as shall result in a proportional participation by all of the Lenders in such disproportionate sum receivedamount; provided PROVIDED that, if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the a Borrower in respect of any Loans hereunder and pursuant to the IndentureObligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof any such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans or feesFacility Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then 116 owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 12.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived consented in writing to waive its right to receive its pro rata PRO RATA share thereofof any such payment) pro rata PRO RATA based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Revolving Loans or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, PROVIDED that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

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

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

Payments Pro Rata. (a) The Collateral Except as otherwise provided by 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 Loans hereunder and pursuant to the IndentureObligations, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligations then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans to such other Lenders Obligations in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum received; amount, provided that, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations of such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereof--- ---- of such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans --- ---- Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided thatprovided, that if -------- all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to Obligations hereunder, the Indenture, it Administrative Agent shall distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof any such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder or under any other Credit Document (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans or feesLoans, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Borrower to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof any such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Revolving Loans or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral Administrative Agent agrees that promptly after its receipt of each payment of any interest or principal of the Loans from or on behalf of the a Borrower in respect of any Loans hereunder and pursuant to the Indentureor a Guarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagespro rata shares, if any, of the Loans with respect to which such payment was receivedpayment. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff set-off or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the ratable payment of the principal of, or interest on, Obligations held by the Loans or fees, of a sum Lenders and which with respect to is ratably more than the related sum or sums amount received by any other Lenders is in a greater proportion than the total of such Commitment then owed and due to such Lender bears to the total of such Commitment then owed and due to all of the Lenders immediately prior to such receiptLender, then such Lender receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders an interest in the Loans Obligations of the Borrowers to such other Lenders in such amount as shall result in a proportional participation ratable sharing by all of the Lenders in such disproportionate sum receivedamount; provided provided, that, if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

Payments Pro Rata. (a) The Collateral Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Loans hereunder and pursuant to Obligations of the IndentureBorrower hereunder, it shall distribute by the next Business Day such payment to the Lenders (other than any Lender that has expressly waived its right to receive its pro rata share thereof) Banks pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders 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 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which ), that is applicable to the payment of the principal of, or interest on, the Loans Loans, or fees, under any Letter of Credit of a sum which with respect to the related sum or sums received by other Lenders the Banks is in a greater proportion than the total amount of such Commitment Obligation then owed and due to such Lender Bank bears to the total amount of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders the Banks an interest in the Loans Obligations of the Borrower to such other Lenders the Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided thatprovided, however, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

Payments Pro Rata. (a) A. The Collateral Agent agrees that promptly after its receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Borrower in respect of or any Loans hereunder and pursuant to the IndentureGuarantor, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata --- ---- --- ---- based upon their respective Percentagespro rata shares, if any, of the Loans with respect to which such payment was received.payment. --- ---- -146- (b) B. Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender bears to the total of such Commitment Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders an interest in the Loans Obligations of the Borrower to such other Lenders in such amount as shall result in a proportional participation by all of the Lenders in such disproportionate sum receivedamount; provided that, if all or any portion of -------- such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

Payments Pro Rata. (a) The Collateral Except as otherwise provided by 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 Loans hereunder and pursuant to the IndentureObligations, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligations then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans to such other Lenders Obligations in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum received; amount, provided that, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Loans hereunder and pursuant to the IndentureObligations of such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal princi- -109- 116 pal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided thatprovided, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Loans hereunder and pursuant to the IndentureObligations of such Credit Party, it shall distribute such payment to the Lenders (other than any Lender that has expressly waived its right to receive its pro rata share thereof) Banks pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or feesLoans, of a sum which with respect to the any related sum or sums that are received by other Lenders Banks is in a proportionately greater proportion than as measured (immediately prior to receipt of all related amounts) relative to the total of such Commitment Obligations then owed and due to such Lender bears Bank to the total of such Commitment Obligations then owed and due to all of the Lenders immediately prior to such receiptBanks, then such Lender Bank receiving such excess payment amount shall promptly purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum excess amount pro rata in accordance with their respective shares of the Obligations with respect to which such amount was received; provided that, that if all or any portion of such excess amount is thereafter recovered from such Lender-124- 131 Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

Payments Pro Rata. (a) The Collateral Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Loans hereunder and pursuant to Obligations of the IndentureCompany hereunder, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Revolving Loans or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the Company to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, that if all or any portion of such excess amount is thereafter there after recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express pro visions 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) The Collateral Except as otherwise provided in this Agreement, the Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Loans hereunder and pursuant to the IndentureObligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived consented in writing to waive its right to receive its pro rata PRO RATA share thereofof any such payment) pro rata PRO RATA based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Revolving Loans or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, PROVIDED that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

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

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

Payments Pro Rata. (a) The Collateral 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 Loans hereunder and pursuant to the IndentureObligations of such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender bears to the total of such Commitment Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders an interest in the Loans Obligations of the respective Credit Party to such other Lenders in such amount as shall result in a proportional participation by all of the Lenders in such disproportionate sum received; provided that, if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.in

Payments Pro Rata. (a) The Collateral Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Loans hereunder and pursuant to the IndentureObligations of such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata PRO RATA based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the respective Credit Party to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided thatprovided, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral Except as otherwise provided 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 Loans hereunder and pursuant to the IndentureObligations, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived its right consented in writing to receive waive its pro rata share thereofof such payment) pro rata based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesFees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligations then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans to such other Lenders Obligations in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum received; amount, provided that, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Collateral Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Loans hereunder and pursuant to the IndentureObligations hereunder, it shall distribute such payment to the Lenders Banks (other than any Lender Bank that has expressly waived consented in writing to waive its right to receive its pro rata PRO RATA share thereofof any such payment) pro rata PRO RATA based upon their respective Percentagesshares, if any, of the Loans Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s 's lien, by counterclaim or cross action, by the enforcement en- forcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings or feesregularly accruing Fees, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total of such Commitment Obligation then owed and due to such Lender Bank bears to the total of such Commitment Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, then such Lender Bank receiving such excess payment shall purchase for Cash cash without recourse or warranty from the other Lenders Banks an interest in the Loans Obligations of the Company to such other Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such disproportionate sum receivedamount; provided that, PROVIDED that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.