Common use of Payments Pro Rata Clause in Contracts

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that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

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

Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Credit Party each Borrower in respect of any Obligations of such Credit PartyBorrower, it shall, except as otherwise provided in this Agreement, shall distribute such payment to the 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 shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or 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 Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any Obligations of such Credit Partythe Borrower, it shall, except as otherwise provided in this Agreement, shall distribute such payment to the 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 shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or 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 Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

Payments Pro Rata. (a) The Administrative 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 Company or any Credit Party in respect of any Obligations of such Credit PartySubsidiary Guarantor, it they shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of such payment) pro rata based upon their respective pro rata shares, if any, of the Obligations with respect to which such payment was receivedpayment. (b) Each of the 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, Loan of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation Obligations then owed and due to such Lender bears to the total of such Obligation Obligations then owed and due to all of the Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Company to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such 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 Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any Obligations of such Credit Partythe Borrower, it shall, except as otherwise provided in this Agreement, shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata PRO RATA share of such payment) pro rata PRO RATA based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's 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 Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided , 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) A. The Administrative Agent agrees that promptly after its receipt of each payment of any interest or premium on or principal of the Notes from or on behalf of the Company or any Credit Party in respect of any Obligations of such Credit PartySubsidiary Guarantor, it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of 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 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 Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Company to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; 100 101 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 Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any Obligations of such Credit PartyObligations, it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans 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 Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Credit Party the Company in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement, shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal ofUnpaid Drawings, any interest thereon, or interest onFees, or any amount due under any of the Loans or feesother 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 of such Obligation Obligations then owed and due to such Lender Bank bears to the total of such Obligation Obligations then owed and due to all of the Lenders Banks immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

Payments Pro Rata. (a) The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any Obligations of such Credit PartyObligations, it shall, except as otherwise provided in this Agreement, shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of such payment--- ---- 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 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 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 Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; , provided that if all or any portion of such -------- excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

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

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

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

Payments Pro Rata. (a) The Administrative Except as otherwise provided in this ----------------- Agreement, the Operations Agent agrees that promptly after its receipt of each payment from or on behalf of any Credit Party Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement, shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) --- ---- pro rata based upon their respective shares, if any, of the Obligations with --- ---- respect to which such payment was received. (b) Each of the Lenders Banks agrees that, 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 Lenders is in a greater proportion (relative to the amount then owed all Banks) than the total of such Obligation then owed and due to such Lender bears to amount received at the total of such Obligation then owed and due to time by all of the Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreementother Banks, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrowers to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) A. The Administrative Agent agrees Agents agree that promptly after its receipt of each payment of any interest or premium on or principal of the Bridge Notes from or on behalf of the Borrowers or any Credit Party in respect of any Obligations of such Credit PartyGuarantor, it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of 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 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 or fees, Bridge Loan of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrowers to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such 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) A. The Administrative 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 any Credit Party in respect of any Obligations of such Credit Partythe Company, it shall, except as otherwise provided in this Agreement, distribute such payment payment, where applicable, to the 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 received.payment. 110 -104- (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 lien, by counterclaim or cross action, by the enforcement of any right under the Credit Senior Loan Documents, or otherwise) which that is applicable to the payment of the principal of, or interest on, the Loans or fees, Senior Loan of a sum which that with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that 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 Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Credit Party the Borrower in respect of any Obligations of such Credit Partythe Borrower, it shall, except as otherwise provided in this Agreement, shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans 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 Obligation then owed and due to such Lender Bank bears to the total of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, determined in accordance with the terms of this Agreement, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrower to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; , provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Credit Party Borrower in respect of any Obligations of such Credit Partyhereunder, it shall, except as otherwise provided in this Agreement, shall distribute such payment to the Lenders Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders Banks agrees that, 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 Lenders is in a greater proportion (relative to the amount then owed all Banks) than the total of such Obligation then owed and due to such Lender bears to amount received at the total of such Obligation then owed and due to time by all of the Lenders immediately prior to such receipt, determined in accordance with the terms of this Agreementother Banks, then such Lender Bank receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the respective Credit Party Borrowers to such Lenders Banks in such amount as shall result in a proportional participation by all of the Lenders Banks in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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

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