Common use of Payments Pro Rata Clause in Contracts

Payments Pro Rata. (a) The Payments Administrator agrees that promptly after its receipt of each payment from or on behalf of either Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), distribute such payment to the Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 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 Obligations then owed and due to such Bank bears to the total of such 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 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that if all or any portion of such excess amount is thereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Payments Administrator Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 or FeesLoans, 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 Obligations Obligation then owed and due to such Bank Lender bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Holdings or any Credit Party in respect of any Obligations of Holdings or such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 or FeesLoans, of a sum which with respect to the any related sum or sums that are received by other Banks is in a proportionately greater proportion than as measured (immediately prior to receipt of all related amounts) relative to the total of such Obligations then owed and due to such Bank bears to the total of such Obligations then owed and due to all of the Banks immediately prior to such receiptBanks, then such Bank receiving such excess payment amount shall promptly 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, excess amount pro rata in accordance with their respective shares of the Obligations with respect to which such amount was received; 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either any Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was receivedreceived and in accordance with the provisions hereof as to the application of prepayments. (b) Each of the 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 or FeesLoans, 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 Obligations then owed and due to such Bank bears to the total of such 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, 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.

Payments Pro Rata. (a) The Payments Administrator Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 or FeesCommitment Commission, 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 Obligations Obligation then owed and due to such Bank Lender bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party any Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata (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 receives 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 Fee, of a sum and which with respect to the related sum or sums received by other Banks is in a greater proportion (vis a vis the amount then owed all Banks) than the total of such Obligations then owed and due to such Bank bears to amount received at the total of such Obligations then owed and due to time by all of the Banks immediately prior to such receiptother Banks, 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 Borrowers 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank)Agreement, distribute such payment to the Banks Lenders 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 bankerLender'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 Banks Lenders is in a greater proportion than the total of such Obligations then owed and due to such Bank Lender bears to the total of such 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 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.

Payments Pro Rata. (a) The Payments Administrator Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), Administrative Agent shall distribute such payment to the Banks Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 or FeesLoans, 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 Obligations Obligation then owed and due to such Bank Lender bears to the total of such Obligations 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 BankLenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either any Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank)Agreement, distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of 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 Loans, Unpaid Drawings 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either any Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank)Agreement, distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of 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 Loans, Unpaid Drawings 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks 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 or FeesLoans, 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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 Borrower or VCP IV (as the case may be) 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.

Payments Pro Rata. (a) The Payments Administrator agrees that promptly after its receipt of each payment from or on behalf of either Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), distribute such payment to the Banks 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 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 Obligations then owed and due to such Bank bears to the total of such 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 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.

Payments Pro Rata. (a) The Payments Administrator Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit Partythe Borrower hereunder, it shall, except as otherwise provided in this Agreement (or to shall distribute by the extent waived by any Bank), distribute next Business Day such payment to the Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 Loans, or Fees, under any Letter of Credit 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 Obligations Obligation then owed and due to such Bank bears to the total amount of such Obligations 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 Borrower to such the 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.

Payments Pro Rata. (a) The Payments Administrator Except as otherwise provided in this Agreement, the Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), 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 sion or Letter 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 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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(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. (a1) The Payments Administrator Agent agrees that promptly after its receipt of each payment of any interest or premium on or principal of the Loans from or on behalf of either Credit Party in respect of the Company or any Obligations of such Credit PartyGuarantor, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank)Agreement, distribute such payment to the Banks Lenders (other than any Lender that has consented in writing to waive its pro rata share of such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b2) Each of the 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 or 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 Obligations then owed and due to such Bank Lender bears to the total of such 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 Company 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, 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.

Payments Pro Rata. (a) A. The Payments Administrator 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 either Credit Party in respect of the Company or any Obligations of such Credit PartyGuarantor, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank)Agreement, distribute such payment to the Banks Lenders (other than any Lender that has consented in writing to waive its pro rata share of such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) B. Each of the 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 or 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 Obligations Obligation then owed and due to such Bank Lender bears to the total of such Obligations 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 Company 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either any Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank)Agreement, distribute such payment to the Banks Lenders 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 bankerLender'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 Banks Lenders is in a greater proportion than the total of such Obligations then owed and due to such Bank Lender bears to the total of such 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 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.

Payments Pro Rata. (a) The Payments Administrator Agent agrees that promptly after its receipt of each payment from or on behalf of either any Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 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 Banks is in a greater proportion than the total of such Obligations then owed and due to such Bank bears to the total of such 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.

Payments Pro Rata. (a) The Payments Administrator Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Company in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata (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 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 regularly accruing 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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 Company 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit PartyObligations, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata (other than any Bank that has expressly waived its right to receive its PRO RATA share thereof) PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Company in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks Lenders pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was receivedreceived to the Lenders entitled thereto. (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) , but excluding amounts provided for in this Agreement), 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 Banks Lenders is in a greater proportion than the total of such Obligations Obligation then owed and due to such Bank Lender bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans Loans, Unpaid Drawings, Commitment Commission or 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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 118 CREDIT AGREEMENT recovered from such 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 Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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, the B Commitment Commission, AR Commitment Commission 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator agrees that ----------------- promptly after its receipt of each payment from or on behalf of either Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), distribute such payment to the Banks pro rata based upon their respective --- ---- shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the 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 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 Obligations then owed and due to such Bank bears to the total of such 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 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.

Payments Pro Rata. (a) The Payments Administrator Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Secured Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks Lenders pro rata based upon their respective sharesinterests, if any, of the Secured 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 set off or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Loan Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans Loan or Feesto the payment of any of the other Secured Obligations, 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 Obligations Secured Obligation then owed and due to such Bank Lender bears to the total of such Obligations Secured 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 Secured 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 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.

Payments Pro Rata. (a) The Payments Administrator Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks pro rata (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 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Company in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), 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 Loans, Unpaid Drawings or regularly accruing 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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 Company 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either any Credit Party in respect of any Obligations of such Credit Party, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank)Agreement, distribute such payment to the Banks (other than any Bank that has consented in writing to waive its pro rata share of 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 Loans, Unpaid Drawings 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 Obligations Obligation then owed and due to such Bank bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of either Credit Party the Issuers in respect of any Obligations of such Credit Partythe Issuers hereunder, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks Purchasers 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 Purchasers 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 Purchase Documents, or otherwise) ), which is applicable to the payment of the principal of, or interest on, the Loans Notes or Feesany Advances thereunder or any Fee, of a sum which with respect to the related sum or sums received by other Banks Purchasers is in a greater proportion than the total amount of such Obligations Obligation then owed and due to such Bank Purchaser bears to the total amount of such Obligations Obligation then owed and due to all of the Banks Purchasers immediately prior to such receipt, then such Bank Purchaser receiving such excess payment shall purchase for cash without recourse or warranty from the other Banks Purchasers an interest in the Obligations of the Issuers to such Banks Purchasers in such amount as shall result in a proportional participation by all of the Banks Purchasers in such amount; provided, provided however, that if all or any portion of such excess amount is thereafter recovered from such BankPurchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Payments Administrator agrees that promptly after its receipt of each payment from or on behalf of either any Credit Party in respect of any Obligations of such Credit PartyObligations, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks Lenders (other than any Lender that has expressly waived its right to receive its pro rata share thereof) pro rata based upon their respective shares, if any, of the Obligations 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 or FeesLoans, of a sum which with respect to the related sum or sums received by other Banks Lenders is in a -42- 49 greater proportion than the total of such Obligations Obligation then owed and due to such Bank Lender bears to the total of such Obligations 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.

Payments Pro Rata. (a) The Payments Administrator agrees that promptly after its receipt of each payment from or on behalf of either any Credit Party in respect of any Obligations of such Credit PartyObligations, it shall, except as otherwise provided in this Agreement (or to the extent waived by any Bank), shall distribute such payment to the Banks Lenders (other than any Lender that has expressly waived its right to receive its pro rata share thereof) pro rata based upon their respective shares, if any, of the Obligations 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 or FeesLoans, 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 Obligations Obligation then owed and due to such Bank Lender bears to the total of such Obligations 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.