Common use of Payments Pro Rata Clause in Contracts

Payments Pro Rata. The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any obligations of the Borrower hereunder it shall distribute such payment to the Lenders pro rata based upon their respective Pro Rata Shares, if any, of the obligations with respect to which such payment was received. Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff under Section 2.5.2 or otherwise or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Documents, or otherwise), which is applicable to the payment of the Obligations of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total amount of such Obligation then owed and due to such Lender bears to the total amount of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, 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 Borrower to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided further, however, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any obligations of the Borrower hereunder Obligations hereunder, it shall distribute such payment to the Lenders pro rata based upon their respective Pro Rata Sharesshares, if any, of the obligations Obligations with respect to which such payment was received. . (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff under Section 2.5.2 or otherwise or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), which is applicable to the payment of the Obligations 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 amount of such Obligation then owed and due to such Lender bears to the total amount of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, 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 Borrower respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided further, however, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Holdings or any Credit Party in respect of any obligations Obligations of the Borrower hereunder Holdings or such Credit Party, it shall distribute such payment to the Lenders Banks pro rata based upon their respective Pro Rata Sharesshares, if any, of the obligations 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 under Section 2.5.2 or otherwise or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), ) which is applicable to the payment of the Obligations principal of, or interest on, the Loans, of a sum which with respect to the any related sum or sums that are received by other Lenders Banks is in a proportionately greater proportion than as measured (immediately prior to receipt of all related amounts) relative to the total amount of such Obligation Obligations then owed and due to such Lender bears Bank to the total amount of such Obligation Obligations then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3Banks, then such Lender Bank receiving such excess payment amount shall promptly purchase for cash without recourse or warranty from the other Lenders Banks an interest in the Obligations of the Borrower 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 amountexcess amount pro rata in accordance with their respective shares of the Obligations with respect to which such amount was received; provided further, however, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. The (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any obligations of the Borrower hereunder Obligations hereunder, it shall distribute such payment to the Lenders pro rata 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 Pro Rata Sharesshares, if any, of the obligations 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 under Section 2.5.2 or otherwise or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), ) which is applicable to the payment of the Obligations of a sum principal of, or interest on, the Loans or Commitment Fee, and which with respect to the related sum or sums received by other Lenders is in a greater proportion (vis a vis the amount then owed all Banks) than the total amount of such Obligation then owed and due to such Lender bears to received at the total amount of such Obligation then owed and due to time by all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3other 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 Borrower respective Borrowers to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided further, however, that if all or any portion of such excess amount is thereafter recovered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any obligations Obligations of the Borrower hereunder such Credit Party, it shall shall, except as otherwise provided in this Agreement or any other Credit Document, distribute such payment to the Lenders pro rata based upon their respective Pro Rata Sharesshares, if any, of the obligations Obligations with respect to which such payment was received. . (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff under Section 2.5.2 or otherwise or banker's Lender’s lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), ) which is applicable to the payment of the Obligations 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 amount of such Obligation Obligations then owed and due to such Lender bears to the total amount of such Obligation Obligations then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, then such Lender receiving such excess payment shall purchase for cash (without recourse or warranty warranty) from the other Lenders an interest in the Obligations of the Borrower 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 further, however, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower either Credit Party in respect of any obligations Obligations of the Borrower hereunder such Credit Party, it shall shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders pro rata based upon their respective Pro Rata Sharesshares, if any, of the obligations Obligations with respect to which such payment was received. . (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff under Section 2.5.2 or otherwise or bankerLender's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), ) which is applicable to the payment of the Obligations 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 amount of such Obligation Obligations then owed and due to such Lender bears to the total amount of such Obligation Obligations then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, 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 Borrower 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 further, howeverprovided, 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. The (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any obligations of Obligations hereunder, the Borrower hereunder it Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective Pro Rata Sharesshares, if any, of the obligations Obligations with respect to which such payment was received. . (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff under Section 2.5.2 or otherwise or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), which is applicable to the payment of the Obligations principal of, or interest on, the Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total amount of such Obligation then owed and due to such Lender bears to the total amount of such Obligation then owed and due 140 #93457508v14 (c) Notwithstanding anything to all the contrary contained herein, the provisions of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, 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 Borrower to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided further, however, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase preceding Sections 13.06(a) and (b) shall be rescinded and the purchase price restored subject to the extent express provisions of such recoverythis Agreement which require, but without interestor permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any obligations of the Borrower hereunder Obligations hereunder, it shall distribute such payment to the Lenders pro rata Banks PRO RATA based upon their respective Pro Rata Sharesshares, if any, of the obligations 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 under Section 2.5.2 or otherwise or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), which is applicable to the payment of the Obligations principal of, or interest on, the Loans, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation then owed and due to such Lender Bank bears to the total amount of such Obligation then owed and due to all of the Lenders Banks immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, 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 Borrower or VCP IV (as the case may be) to such Lenders Banks in such amount as shall result in a proportional participation by all the Lenders Banks in such amount; provided further, however, 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 the Borrower either Credit Party in respect of any obligations Obligations of the Borrower hereunder such Credit Party, it shall distribute shall, except as otherwise provided in this Agreement, distri- bute such payment to the Lenders pro rata based upon their respective Pro Rata Sharesshares, if any, of the obligations Obligations with respect to which such payment was received. . (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff under Section 2.5.2 or otherwise or bankerLender's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), ) which is applicable to the payment of the Obligations 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 amount of such Obligation Obligations then owed and due to such Lender bears to the total amount of such Obligation Obligations then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, 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 Borrower 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 further, howeverprovided, 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. The (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any obligations of the Borrower hereunder hereunder, it shall distribute such payment to the Lenders pro rata based upon their respective Pro Rata Sharesshares, 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 under Section 2.5.2 or otherwise or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), which is applicable to the payment of the Obligations principal of, or interest on, the Term Loans of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total amount of such Obligation obligation then owed and due to such Lender bears to the total amount of such Obligation obligation then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations respective obligations of the Borrower respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided further, however, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. The Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any obligations Obligations of the Borrower hereunder it shall distribute such payment to the Lenders pro rata based upon their respective Pro Rata Shares, if any, of the obligations Obligations with respect to which such payment was received. Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff under Section 2.5.2 or otherwise or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Documents, or otherwise), which is applicable to the payment of the Obligations of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total amount of such Obligation then owed and due to such Lender bears to the total amount of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.32.3.3, 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 Borrower to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided furtherprovided, however, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments Pro Rata. (a) The Agent agrees that promptly after ----------------- its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any obligations Obligations of the Borrower hereunder such Credit Party, it shall distribute such payment to the Lenders Banks pro rata based upon their respective Pro Rata Sharesshares, if any, of the obligations 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 under Section 2.5.2 or otherwise or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Financing Credit Documents, or otherwise), ) which is applicable to the payment of the Obligations principal of, or interest on, the Loans, of a sum which with respect to the related sum or sums received by other Lenders Banks is in a greater proportion than the total amount of such Obligation Obligations then owed and due to such Lender Bank bears to the total amount of such Obligation Obligations then owed and due to all of the Lenders Banks immediately prior to such receipt, except for any amounts received pursuant to Section 2.2.3, 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 Borrower 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 further, however, that if all or any -------- portion of such excess amount is thereafter recovered re- covered from such LenderBank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.